This Terms and Conditions Agreement ("Agreement") is between the user, on behalf of a business entity ("User") and Agrigator Inc., along with its subsidiaries, affiliates, agents, successors, and assigns ("Agrigator"). This Agreement governs the use of Agrigator's services ("Services").
By using the Services on behalf of a business entity, you acknowledge that you have read, understood, and agree to be bound by this Agreement and comply with all applicable laws and regulations.
By accessing and utilizing the Services, the User, in their capacity as an authorized representative of the said business entity, acknowledges their understanding of, agreement to, and intention to be legally bound by the terms and conditions set forth herein. Furthermore, the User agrees to adhere to all applicable laws and regulations.
Access to and use of the Services, as well as acceptance of this Agreement, are conditionally predicated upon the following: (i) legal residency within the United States of America, (ii) attainment of the legal age requisite for the formation of a binding contract with Agrigator, and (iii) the absence of any legal prohibition precluding use of the Services.
In accessing or utilizing the Services in representation of the Company, you, both in your individual capacity and as an authorized agent of the Company, hereby affirm and warrant that:
This declaration serves as an attestation of the Company’s compliance with the outlined prerequisites for accessing and utilizing the Services provided by Agrigator.
The Company is obliged to furnish all requisite data (hereinafter "Company Data") necessary for the application and maintenance of an account with Agrigator (an "Agrigator Account") and for the utilization of any Services. Such Company Data encompasses the registered business name, business address, details of ownership, contact particulars including email and phone number, tax identification number, the nature of the business, financial information, specifics pertaining to the Company's Linked Accounts, and other business-related information as Agrigator may periodically require or request.
Additionally, the Company is required to supply specific Personal Data, which includes the names, contact details, personal addresses, social security numbers, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons. Agrigator reserves the right to request documentary evidence to authenticate the provided Company Data and Personal Data, including but not limited to corporate registration certificates, proofs of address, or personal identification documents. Throughout the duration of this Agreement and the Company’s use of the Services, Agrigator may necessitate the submission of supplementary information from the Company.
The Company is mandated to link at least one financial account ("Linked Account"). The Company hereby authorizes Agrigator to verify the accuracy and ownership of the Linked Account(s) by initiating a deposit and corresponding withdrawal via ACH or similar methods. The Company represents and warrants its authority to conduct transactions on such Linked Account(s) and asserts its ownership of the funds therein.
In compliance with U.S. federal legislation aimed at combating terrorism financing and money laundering, financial institutions are required to acquire, verify, and document Company Data and Personal Data identifying companies and their Beneficial Owners and Control Persons. The Company consents to provide necessary information for the opening and maintenance of its Agrigator Account and commits to keeping this information updated. Agrigator, alongside its Program Partners, relies on the precision of the information supplied by the Company for the establishment and continuation of the Agrigator Account. The Company acknowledges and agrees that Agrigator may utilize and disclose Company Data and Personal Data to Program Partners and Third-Party Service Providers to affirm the veracity of the information provided and to assess the Company’s eligibility for the Services, as delineated in the Privacy Policy. The Company may be obliged to validate previously supplied information or provide additional data when applying for or receiving specific Services.
Agrigator, or an applicable Program Partner, retains the discretion to approve or reject the Company’s application for credit or to grant provisional access to the Services while the application is under further review. Agrigator, or a Program Partner as relevant, may deny the Company’s application, interrupt the provision of Services, or suspend or terminate the Company’s Agrigator Account should the information provided be incomplete, inaccurate, or outdated.
The Company acknowledges its responsibility to obtain and will secure the necessary consent and authorization from any individual whose Personal Data is to be shared with Agrigator.
In scenarios where Agrigator assesses the Company as posing an elevated risk to Agrigator's operations, or in compliance with stipulations set forth by a Program Partner, Agrigator reserves the right to mandate the execution of supplemental agreements by the Company. The provision and utilization of specific Services offered by Agrigator to the Company may be contingent upon the acceptance and adherence to these supplemental agreements. Agrigator retains the authority to introduce or modify the prerequisites and the scope of these supplemental agreements at its discretion.
Entities associated with the Company, including but not limited to its affiliates or Control Persons, may be obliged to enter into such supplemental agreements as a condition for gaining or maintaining access to the Services. These supplemental agreements are distinct and separate from this primary Agreement and will be furnished to the Company as necessary.
The usage of the Company's Agrigator Account and the Services shall be subject to the following restrictions: (a) they shall not be employed for any unlawful purposes or in any manner contravening the terms of this Agreement; (b) they are strictly for business use and shall not be utilized for personal, family, or household purposes; (c) they shall not be used in connection with any illegal activities; (d) they shall not be provided to or used for transactions involving any individual, organization, country, or jurisdiction subject to sanctions or embargoes by the United States, as identified by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) or the U.S. Department of State; (e) they shall not be utilized by third parties unaffiliated with the Company; and (f) they shall be exclusively used for purposes directly related to the Company's business operations.
Agrigator reserves the right to refuse approval or to terminate any Agrigator Accounts that are engaged in illegal activities or fail to comply with these restrictions. Agrigator may also restrict the Company's access to certain Services or require additional information for the opening or maintenance of the Company's Agrigator Account in instances of engagement in illegal activities.
The Company acknowledges that submitting an application for an Agrigator Account and indicating assent to this Agreement constitutes an electronic signature by the Company, holding the same legal effect as a physical signature. The Company consents to receiving Notices and account statements from Agrigator electronically, understanding this consent bears equal legal weight as a physical signature.
Notices concerning payments, legal terms, and other relevant Notices pertaining to the Company's Agrigator Account will be delivered to designated Administrators through the Agrigator Account or email, deemed received 24 hours post dispatch. The Company must consent to electronic receipt of Notices to utilize the Services and may withdraw this consent solely by closing the Company's Agrigator Account.
Agrigator may communicate Notices to the Company's Agrigator Account and to Users' mobile devices via push notifications, email, text, or SMS messages, based on contact details provided by Administrators or Users. These Notices might include alerts about Services or transactions and allow for responsive actions from Administrators and Users. The Company authorizes such responsive actions, subject to permission and authorization constraints. Opting out of certain text or SMS Notices may limit access to some Services and potentially heighten financial risks, including those due to compromised Credentials.
Agrigator may issue text or SMS messages to Users in relation to Credential usage (such as multi-factor authorization), identity verification, additional information about the Company's Agrigator Account, Programs, and other identified purposes.
The Company consents to receiving SMS messages (including texts), and phone calls (including prerecorded, artificial voice, and autodialed) from Agrigator and its representatives at numbers provided by the Company. The Company agrees to promptly notify Agrigator of any changes in the use of provided telephone numbers.
The gathering, utilization, and management of Company Data and Personal Data are governed by Agrigator's Privacy Policy, and are hereby incorporated into this Agreement by reference.
The Company shall designate a minimum of one individual as an Administrator to oversee the Company's Agrigator Account upon submission of the application. The Company represents that any individual appointed as an Administrator possesses the necessary organizational authority and capability to conduct business on behalf of the Company and to manage the Company’s Agrigator Account. In the event an appointed Administrator loses the requisite authority or capability, the Company is obligated to promptly inform Agrigator and appoint a new Administrator.
Administrators are empowered to undertake the following actions:
Administrators must regularly monitor the activity and statements of the Company’s Agrigator Account in compliance with the applicable Program Terms. Certain Services may entail additional levels of permission and authorization, which Administrators are authorized to assign to Users.
The Company bears full responsibility and liability for any actions, or failures to act, by Administrators, Users, and individuals utilizing Credentials to access the Company’s Agrigator Account.
The Company is responsible for ensuring that:
The Company is liable for any breach of this Agreement or incorporated agreements, terms, and policies by its Users.
Should any Company representatives engage in disrespectful, harassing, abusive, or hate speech towards Agrigator team members, Agrigator reserves the right to contact the Company’s Administrator, restrict the Company's access to the Services, or terminate the Company’s Agrigator Account.
The Company is tasked with maintaining the security of its Agrigator Account, authorizing only vetted individuals to use the Services. The Company must implement reasonable safeguards to ensure the privacy, confidentiality, and security of User Credentials and continuously monitor the activities of Users. It is the Company's duty to protect checks, mobile devices, web browsers, and all other means used to access or use the Services.
Each User should have unique Credentials, which must be kept secure and not shared with any third parties. The Company must prevent unauthorized use of the Services, immediately disable User access or limit permissions if the Agrigator Account is suspected of being compromised or misused, and promptly notify Agrigator of any unauthorized access or use.
The Company is responsible for assessing and implementing Security Procedures to mitigate potential security incidents. This includes choosing appropriate administrative, procedural, and technical controls. Agrigator may provide or recommend certain Security Procedures, but the Company’s responsibility for security remains paramount. The Company agrees to regularly review and adhere to the Security Procedures, understanding that it is solely responsible for selecting procedures that are commercially reasonable to protect against unauthorized transactions.
The Company assumes all liability arising from the disabling, opting out of, or improper use of Security Procedures. Though Agrigator may offer Security Procedures, it does not guarantee immunity from fraud. The Company is solely responsible for all transactions initiated through the Services using Credentials and for all transactions authenticated using the chosen Security Procedures.
Agrigator may suspend access to the Company’s Agrigator Account or Services at any time for various reasons, including but not limited to, concerns over security, legal compliance, or violations of this Agreement.
The Company acknowledges that its Agrigator Account is of a commercial nature and certain consumer protection laws do not apply to its transactions or use of the Services.
Agrigator reserves the right to modify or add Programs or Services, with certain Services possibly subject to Additional Terms. The Company must agree to these Additional Terms for access to specific Services. Agrigator does not guarantee perpetual availability or applicability of each Service.
The Company is obligated to promptly notify Agrigator in writing of any significant corporate or business changes, including but not limited to changes in Beneficial Owners or Control Persons, substantial alterations in the control or ownership of the Company, or any legal, regulatory, or financial proceedings or actions affecting the Company.
In the relationship between the Company and Agrigator, Agrigator retains exclusive ownership of all Agrigator Property. The Company, its Administrators, and Users are permitted to utilize Agrigator Property solely in accordance with the stipulations detailed in this Agreement and the Program Terms. The Company is expressly prohibited from modifying, reverse engineering, creating derivative works from, disassembling, registering, attempting to register, or claiming ownership in any Agrigator Property or components thereof.
Agrigator hereby grants the Company a nonexclusive and nontransferable license to employ Agrigator Property as made available through the Services and as authorized under this Agreement. This license is subject to termination upon the conclusion of this Agreement or may be terminated prematurely at Agrigator’s discretion.
Agrigator commits to not disclosing any Company Data to third parties for the promotion of products unaffiliated with the Company without the Company’s explicit consent. However, Agrigator may utilize Company Data to identify Services, Third-Party Services, and programs that may be relevant and beneficial to the Company, including for participation in rewards or benefits programs. Agrigator reserves the right to include De-Identified Data in both public and private reports.
The Company hereby grants Agrigator a global, irrevocable license to use, modify, distribute, replicate, and create derivative works from Company Data, as outlined and for the purposes stipulated in this Agreement.
Agrigator reserves the right to reference the Company as an Agrigator customer in public domains, including on its website and in other forms of communication, for the duration of this Agreement. Agrigator shall not falsely represent any endorsement or partnership with the Company. The Company hereby grants Agrigator a limited license to utilize the Company's trademarks or service marks solely for this purpose.
The Company is prohibited from transferring or assigning this Agreement, its rights or obligations under this Agreement, or the operation of its Agrigator Account, whether by operation of law or otherwise, without the express written consent of Agrigator. Should the Company wish to undertake such a transfer or assignment, or in the event of a change in the Company's ownership, Agrigator’s prior written consent is required. Any consent by Agrigator to a transfer or assignment obligates the assignee or successor to assume all of the Company's rights, obligations, and liabilities under this Agreement and the Company’s relationship with Agrigator, binding them to the terms of this Agreement. Agrigator retains the right to assign, pledge, or transfer this Agreement and its rights hereunder without restriction and without notifying the Company. Any such assignee or successor shall assume Agrigator's rights as originally stipulated in this Agreement.
The content provided on Agrigator's website and through its communications serves exclusively for informational purposes. While Agrigator believes this content to be reliable, it does not warrant its absolute accuracy, completeness, or currentness. Agrigator may modify or update this content periodically without prior notification. The Company is responsible for independently verifying this information before reliance and bears sole responsibility for decisions made based on information obtained from Agrigator's website and communications. Agrigator disclaims any liability for such decisions.
Content on Agrigator's website and communications may include third-party materials or links to external sites or applications. Agrigator does not exercise control over such third-party content and is not liable for the availability, accuracy, or reliability of such content, nor for any damages or losses arising from the use of third-party content or practices.
This Agreement shall remain effective until terminated by either the Company or Agrigator, as per the Program Terms or as outlined in this Agreement.
The Company may terminate this Agreement by discontinuing the use of the Services, settling all dues to Agrigator or any Program Partner, and providing notice to Agrigator. Agrigator may refuse to close the Company’s Agrigator Account if there exists a negative balance for any Service, or if Agrigator suspects the account closure aims to circumvent legal or regulatory obligations or investigations.
Agrigator may terminate this Agreement and revoke the Company's access to the Agrigator Account or the Services at any given time for any reason, upon providing notice to the Company. In cases where Agrigator determines the Company has violated this Agreement, the applicable Program Terms, or in instances mandated by a Program Partner or law, Agrigator may terminate access to the Company’s Agrigator Account without prior notice.
All preceding sections, along with the provisions of the Program Terms that specify ongoing obligations, and all other elements of this Agreement or the incorporated agreements, terms, and policies, will persist beyond the termination of this Agreement.
Agrigator shall not be held liable to the Company under any legal theory for consequential, indirect, special, exemplary, or punitive damages, including but not limited to lost profits or revenue, arising from or related to the Company’s use of or inability to use the Services, reputational harm, physical injury, property damage, or any claims by third parties related to the Company’s use of the Services. This limitation of liability applies regardless of whether Agrigator was advised of the possibility of such damages and extends to any losses or harm caused by or related to this Agreement or any terms, agreements, or policies incorporated herein.
Agrigator's maximum liability to the Company under this Agreement and any incorporated terms, agreements, or policies is capped at $5,000, applicable irrespective of the legal basis of the Company's claim.
The Services are provided to the Company on an "as is" and "as available" basis. Agrigator expressly disclaims all warranties, whether express, implied, or statutory, including warranties of title, merchantability, fitness for a particular purpose, and non-infringement of the Services. No provision of this Agreement shall be construed to create or imply any such warranty to the Company.
Agrigator does not control Third-Party Services and, therefore, disclaims all liability for any failures, losses, or damages caused by such Third-Party Services.
Agrigator makes no warranties and does not guarantee the accuracy, error-free nature, or reliability of Services and data provided under this Agreement. This includes the Services' suitability for the Company’s specific needs or requirements, usability at any particular time or location, uninterrupted or secure operation, or freedom from hacking, viruses, or malicious code. Agrigator is not liable for any damages, harm, or losses to the Company arising from unauthorized access or use of the Company’s Agrigator Account, the Services, or the Company’s failure to implement appropriate security measures.
The Company agrees to indemnify, defend, and hold harmless Agrigator and its Third-Party Service Providers, including their affiliates, directors, employees, agents, and representatives, from any losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising from proceedings or actions initiated against Agrigator due to the Company’s breach or alleged breach of this Agreement, any incorporated terms, agreements, or policies, or any other agreements with Agrigator; any agreements with Program Partners; acts or omissions of the Company’s Administrators, Users, or agents; infringement of third-party intellectual property rights by the Company; the Company's use of Third-Party Services; or disputes over charges. This indemnification excludes cases arising solely from Agrigator’s gross negligence or willful misconduct.
This Agreement shall be governed and interpreted in accordance with the laws of the State of Massachusetts, excluding its conflicts of law rules, except as superseded by U.S. federal law. All litigation related to this Agreement shall be conducted in the state or federal courts located in Massachusetts. The Company and Agrigator consent to service of process by any lawful method and waive any objections to jurisdiction and venue in such courts, including claims for forum non-convenience or any motion to transfer or change the venue of such proceedings. Agrigator may also elect to bring litigation in any court with jurisdiction over the Company or its assets.
The Company and Agrigator agree to resolve all disputes arising under or in connection with this Agreement through binding arbitration in Boston, Massachusetts, before a single arbitrator, according to the rules of the American Arbitration Association. This excludes disputes primarily concerning intellectual property rights or breach of confidential information, which shall be resolved through litigation as outlined in this Agreement.
The prevailing party in any arbitration or legal proceeding under this Agreement shall be entitled to recover reasonable attorney's fees and costs.
Agrigator will comply with all legal orders related to the Company’s use of the Services, including subpoenas, warrants, or liens. The Company is responsible for any losses incurred due to Agrigator’s compliance with such legal orders. Agrigator may take actions required under legal orders, including holding funds or providing information as required by the issuer of the legal order.
Agrigator reserves the right to modify this Agreement or provide additional agreements governing the use of the Services. Material changes to this Agreement will be communicated to the Company, and continued use of the Services constitutes consent to the revised Agreement.
This Agreement, including any incorporated terms, agreements, or policies, and applicable Program Terms, constitutes the entire understanding between the parties and supersedes all prior proposals or understandings. No other agreements, representations, or warranties other than those provided herein shall be binding unless in writing and signed by both the Company and Agrigator.