Terms and Conditions

Michigan Sugar Company

Website Terms and Conditions

[Revised 11-22-2013]

 

TERMS AND CONDITIONS OF USE

This website and the services and information offered or made available through it (this “Site”), is made available by Michigan Sugar Company (“MSC”).

BY ACCESSING AND USING THIS SITE IN ANY MANNER YOU ARE AGREEING TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THIS SITE.

MSC may modify these Terms and Conditions at any time by posting the modified terms and conditions on this Site.  All modified terms and conditions will become effective when posted. BY CONTINUING TO USE THIS SITE AFTER MSC POSTS ANY MODIFICATIONS ON THIS SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AS MODIFIED.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THIS SITE, AND YOU MUST DISCONTINUE YOUR USE OF THIS SITE IMMEDIATELY.

GENERAL SITE USE

This Site is provided for your personal, informational, and internal business use only. Any other use of this Site is expressly prohibited. You agree not to copy, modify, display, publish or create derivative works from, or store any Site content, except that you may, on an occasional basis, reproduce an insubstantial portion of this Site’s content, for a noncommercial purpose or an internal business purpose related to the production of sugar beets for delivery to MSC, without charge to a limited number of parties, provided that you include all copyright and other proprietary right notices in such reproductions. You agree to abide by all laws relating to the use of this Site.

Use and release of your personal information gathered from this Site is governed by this Site’s Privacy Policy which is incorporated herein by reference.

SUBMISSIONS

All comments, suggestions, ideas, graphics, materials or other information (collectively the “Submissions”) that you transmit to MSC through this Site become and will remain MSC’s property and may be used by MSC anywhere, anytime and for any reason whatsoever, subject only to these Terms and Conditions of Use and the Privacy Policy. The Submissions submitted to MSC will be treated as non-confidential and non-proprietary, and MSC will not have any obligation to use or evaluate any information it receives from you. In addition, MSC will not be under any obligation to respond in any way or reveal to you any information about MSC. MSC will not have to pay you or anyone else for using the Submissions that you may transmit to MSC.

You are solely responsible for any Submissions to MSC through this Site.  You are not to transmit to this Site any Submissions which are unlawful, threatening, violent, abusive, harassive, degrading, defamatory, libelous, deceptive, fraudulent, or which may give rise to civil or criminal liability, infringe intellectual property rights (copyright, patent, trademark, and trade secret) of MSC or any third party, or otherwise violate any law or regulation. Even though MSC may monitor and review Submissions, we assume no responsibility or liability which may arise from the content thereof, including – but not limited to – claims for defamation, libel, slander, obscenity, pornography, profanity or misrepresentation.

LINKS

This Site contains links to other sites that are not under the control of MSC. MSC is not responsible for the content, transmission or privacy practices of other sites. You should carefully review their privacy statements and other conditions of use. Links to other sites do not imply endorsement by MSC of those sites or their content. MSC shall not be liable for any damages or injury arising from access to, or use of, such sites.

WARRANTY DISCLAIMER, “AS IS” AND “AS AVAILABLE”

MSC MAKES NO REPRESENTATIONS WITH RESPECT TO, NOR DOES IT ENDORSE THE ACCURACY, SUITABILITY OR RELIABILITY OF ANY OF THIS SITE’S CONTENT CONTAINED ON, LINKED TO, DOWNLOADED OR ACCESSED FROM THIS SITE. FURTHERMORE, MSC DOES NOT WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES MSC MAKE ANY WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR EXPERIENCE OF THIS SITE. MSC PROVIDES THIS SITE AND THIS SITE’S CONTENT “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND ALL USE OF (OR INABILITY TO USE) THIS SITE IS ENTIRELY AT YOUR RISK. MSC EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO CERTAIN PORTIONS OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MSC, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, EMPLOYEES, SUBSIDIARIES OR RELATED COMPANIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER TYPE OF DAMAGES OR INJURY OF ANY KIND ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS SITE (OR INABILITY TO DO SO) IN ANY MANNER. THIS INCLUDES, BUT IS NOT LIMITED TO, ANYTHING CAUSED BY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR OTHER HARMFUL CODE, OR LINE FAILURE, OR THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THIS SITE, OR ANY SITE TO WHICH YOU HYPERLINK FROM THIS SITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

INTELLECTUAL PROPERTY

Names, logos, trademarks or service marks displayed in this Site are protected by the United States and international trademark laws and treaties, and may not be used without the prior written authorization of MSC or the respective owner of name, logo, or mark.

The content of this Site, including the text, images, drawings, graphics, illustrations and photographs are protected from copying and simulation under United States and international copyright laws and treaties. In addition, certain information in this Site may be copyrighted by third parties. Unless for an expressly permitted use as specified under “GENERAL SITE USE” above, you shall not copy, redistribute, reproduce or republish in any form, any information found on this Site.

Nothing contained herein shall be construed as conferring any license or right under any MSC patent, copyright or trademark. All right, title and interest in the content of this Site and the names, logos, trademarks, service marks and products depicted in this Site shall reside solely with MSC or the respective owner thereof.

INDEMNITY

You agree to indemnify and hold MSC, its officers, directors, owners, agents, employees, subsidiaries and related companies harmless from and against any claim or demand, liabilities and settlements, including reasonable attorney’s fees, made by any third party due to or arising out of the Submissions, your use of this Site, your connection to this Site, your violation of these Terms and Conditions or your violation of any rights of another in connection with your use of this Site.

ACCOUNTS, PASSWORDS, SECURITY AND ELECTRONIC COMMUNICATION.

ONLINE ACCOUNT ACCESS.  Certain features and portions of this Site (the “Grower Site”) are accessible only to MSC’s members, non-member growers, and certain other authorized business partners (collectively, “Account Holders“).  The Grower Site is available by clicking on the Grower Access login at https://www.michigansugar.com/member/login.php.  Each Account Holder must establish an Account (“Account”), and designate individuals to receive restricted or unrestricted access to its Account (each, an “Authorized User”).  You may begin the enrollment process by enroll by sending an email to login@michigansugar.com or by calling (989) 686-1549, ext. 210.  In these Terms and Conditions, “you” and “your” includes each Account Holder and all of its Authorized Users.  You may never use another person’s Account or UserID without permission.  It is your responsibility to notify MSC if an Authorized User should no longer be given access to an Account through the Grower Site.

USER NAME AND PASSWORD. To be issued a unique user identification name (“UserID“) and password, each Account Holder and its Authorized Users must provide personally-identifiable or account-specific authentication information, and complete the registration process established by MSC.  MSC uses reasonable precautions to protect the privacy of UserIDs, passwords, and Accounts. However, each Account Holder is ultimately responsible for protecting its Account Information and the UserIDs and passwords for each of its Authorized users from disclosure to third parties.  Account Holders and Authorized Users may not circumvent MSC’s encryption technologies. You must take reasonable precautions to safeguard your UserID and password. You must not leave your computer unattended while using the Grower Site, and must always exit the Grower Site by clicking on “Log Out.”  You must immediately notify MSC of any unauthorized use of your UserID, password, or Account, or any other security breach by calling (989) 686-1549, ext. 210, by email at  login@michigansugar.com, or through the online message center (if applicable).

RELIANCE AND LIABILITY.  MSC may rely on each Authorized User’s UserID and password to identify the Authorized User.  MSC policies require Account Holders to electronically submit certain information and sign certain documents through the Grower Site, including without limitation certain crop records.  Each Account Holder must grant one or more Authorized Users authority to submit information and to electronically sign documents on the Account Holder’s behalf through the Grower Site.  MSC may rely upon the UserID and password of any such Authorized User as his or her electronic signature to sign any document and to authorize any transaction on Account Holder’s behalf.  Each Account Holder is legally bound by any document signed and all transactions and agreements entered into by those Authorized Users.  Each Account Holder must ensure that those Authorized Users submit all information that MSC requires to be electronically transmitted through the Grower Site, and is responsible for the accuracy and completeness of that information.  If any Authorized User permits another person to use the Grower Site or shares his or her UserID and/or password, the Account Holder is responsible for, and legally bound by, any information that person transmits and any document signed or transaction or agreement entered into using that UserID, even if the person exceeds the Account Holder’s authorization.

ELECTRONIC COMMUNICATION.  Each Authorized User may designate a primary email address that will be used for receiving electronic communication.  MSC may maintain an online message center, now or in the future.  You agree that MSC may communicate with you both by email at your primary email address and by communications through the online message center, as applicable.

JURISDICTION AND GOVERNING LAW

MSC controls this Site from its offices in the State of Michigan, U.S.A. If you choose to access this Site from outside of the United States, you are solely responsible for compliance with applicable local laws. The laws of the State of Michigan, U.S.A. will govern these Terms and Conditions, notwithstanding conflict of law provisions. All actions or proceedings arising from or related to the Site or the content provided on it must be brought in a state court of competent subject matter jurisdiction in Bay County, Michigan, or in the federal courts of competent subject matter jurisdiction in the Eastern District of Michigan, Northern Division.  You expressly and irrevocably consent to personal jurisdiction and venue in those courts, and you agree not to object to such jurisdiction or venue on the ground of forum non conveniens or otherwise.

MISCELLANEOUS

If any provision of these Terms and Conditions is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions. Waiver by MSC of any breach under these Terms and Conditions shall not affect or impair MSC’s rights with respect to any subsequent breach of the same, similar, or of a different nature. These Terms and Conditions of Use, and the Privacy Policy incorporated herein, constitute the entire agreement between MSC and you relating to your use of this Site.

22000:00001:1680533-3