This End User License Agreement (this "Agreement") is a binding contract between you and Flatland Capital, Inc., a Delaware corporation doing business as Flatland Capital Group ("Flatland," "we," "us," or "our"). This Agreement governs your access to and use of the AgriDraw web portal, together with any related websites, dashboards, application programming interfaces, documentation, content, tools, and services that Flatland makes available in connection with it (collectively, the "Portal").
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PORTAL. SECTION 22 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN CLASS PROCEEDINGS. SECTION 22 ALSO DESCRIBES HOW YOU MAY OPT OUT OF ARBITRATION.
1.1 Binding Agreement. Your use of the Portal is conditioned on your acceptance of this Agreement. This Agreement applies to every person or entity that accesses the Portal, in any user role, whether or not a Credit Line or Program is ever established.
1.2 Authority. If you access the Portal on behalf of a farm operation, retailer, distributor, manufacturer, or other business, you represent and warrant that you are authorized to bind that entity, and "you" and "your" refer to that entity as well as to you individually.
1.3 Additional Terms. Certain features of the Portal may be subject to additional terms, program rules, or disclosures presented at the time of use ("Additional Terms"). Additional Terms are incorporated into this Agreement by reference. If Additional Terms conflict with this Agreement, the Additional Terms control for the feature to which they apply.
"Credit Line" means any agricultural input financing credit line or similar extension of credit offered, originated, or serviced through the Portal by a Funder.
"Funder" means any bank, credit union, or other financial institution that originates, funds, holds, or purchases Credit Lines made available through the Portal.
"Grower" means an agricultural producer, or a person acting on behalf of an agricultural producer, that applies for, obtains, or manages a Credit Line through the Portal.
"Manufacturer" means a manufacturer of crop inputs or agricultural products that sponsors, subsidizes, or participates in a Program available through the Portal.
"Program" means any financing, interest buydown, referral, or related program administered by Flatland through the Portal under a separate written agreement with a Retailer, Manufacturer, Funder, or other partner.
"Retailer" means an agricultural retailer, dealer, or distributor enrolled in a Program or otherwise authorized to use the Portal.
"User Data" means all information, documents, and other content that you or your personnel submit to or through the Portal, including application information, financial information, and transaction records.
You may use the Portal only if you (a) are at least 18 years of age, (b) reside or are organized in the United States, (c) have the legal capacity and authority to enter into this Agreement, and (d) have not previously been suspended or removed from the Portal by Flatland. You represent that all registration and enrollment information you provide is accurate and complete and that you will keep it current.
4.1 License. Subject to your compliance with this Agreement, Flatland grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Portal solely for your internal business purposes or, if you are a Grower acting as an individual, your own financing purposes, in each case consistent with your assigned user role.
4.2 Reservation of Rights. The Portal is licensed, not sold. Flatland and its licensors reserve all rights not expressly granted in this Agreement. No license or other right is granted by implication, estoppel, or otherwise.
5.1 Registration. You must create an account to use most features of the Portal. You agree to provide accurate registration information and to promptly update it if it changes.
5.2 Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Credentials are personal to you and may not be shared. Retailers and Manufacturers are responsible for the acts and omissions of their personnel who access the Portal under their enrollment.
5.3 Security Measures. Flatland may require multi-factor authentication, identity verification, or other security measures as a condition of access. You agree to notify Flatland immediately at info@flatlandcapitalgroup.com if you suspect any unauthorized access to or use of your account.
5.4 Role-Based Access. Portal features and data visibility vary by user role. You agree to use only those features and to access only that data made available to your role, and not to attempt to access data belonging to other users.
6.1 Technology and Program Services. Flatland provides technology, program design, and program management services. Flatland is not a bank, and except where expressly stated in separate written agreements, Flatland is not the lender with respect to any Credit Line. Credit Lines are originated and funded by Funders in their sole discretion.
6.2 No Offer or Commitment. Nothing in the Portal constitutes an offer or commitment to lend, a guarantee of credit approval, or a guarantee of any credit amount, rate, term, or Program availability. All credit decisions are made by the applicable Funder under its own underwriting criteria and are subject to the availability of Funder capacity.
6.3 No Advice. Content available through the Portal is provided for general informational purposes only and does not constitute financial, legal, tax, accounting, or agronomic advice. You are responsible for your own business decisions and should consult your own advisors.
7.1 Consent to Electronic Records and Signatures. By using the Portal, you consent to receive all agreements, applications, disclosures, notices, statements, and other communications relating to the Portal, your account, and any Credit Line or Program (collectively, "Communications") in electronic form, and to the use of electronic signatures, to the fullest extent permitted by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. Electronic Communications have the same legal effect as paper documents.
7.2 System Requirements. To receive electronic Communications, you must have a current internet browser, a valid email address on file, a device capable of accessing the Portal, and the ability to view and retain PDF files. You agree to keep your email address and contact information current.
7.3 Withdrawing Consent; Paper Copies. You may withdraw your consent to electronic Communications or request a paper copy of any Communication by contacting Flatland at info@flatlandcapitalgroup.com or by mail at the address in Section 24. Withdrawing consent may prevent you from using the Portal, because the Portal is delivered electronically. Withdrawal becomes effective within a reasonable time after receipt and does not affect the validity of Communications delivered before it takes effect.
7.4 Calls, Texts, and Emails. You agree that Flatland, Funders, and their service providers may contact you at the phone numbers and email addresses you provide, including by autodialed or prerecorded calls and text messages, for servicing, verification, security, and account administration purposes. Consent to marketing calls or texts is not a condition of obtaining any Credit Line or using the Portal. You may opt out of text messages by replying STOP and out of marketing emails by using the unsubscribe link. Message and data rates may apply.
8.1 Application Accuracy. When you submit or facilitate a credit application through the Portal, you certify that all information provided is true, accurate, and complete, and that the application is submitted for a lawful agricultural business purpose. Providing false or misleading information may result in denial of credit, termination of Portal access, and civil or criminal liability.
8.2 Credit Report Authorization. By submitting a credit application, you authorize Flatland and the applicable Funder, and their designees, to obtain consumer and commercial credit reports and other information about you and, where you are an entity, about the individuals identified in the application, in connection with evaluating the application and thereafter in connection with servicing, account review, renewal, extension, and collection, in each case as permitted by the Fair Credit Reporting Act and other applicable law.
8.3 Credit Decisions and Notices. The applicable Funder is responsible for credit decisions and for any adverse action or similar notices required by law, which may be delivered by the Funder directly or by Flatland on the Funder's behalf.
8.4 No Timing Guarantee. Flatland does not guarantee the timing of any application decision, funding event, or draw availability.
9.1 Privacy Policy. Flatland's Privacy Policy, available on the Portal, describes how Flatland collects, uses, shares, and protects personal information and is incorporated into this Agreement by reference. Where required by the Gramm-Leach-Bliley Act, individual applicants will also receive a consumer privacy notice describing information sharing practices and any applicable opt-out rights.
9.2 Sharing to Operate Programs. You acknowledge and agree that Flatland may share User Data with Funders, and with the Retailers and Manufacturers participating in the Program under which your Credit Line or enrollment arises, to the extent necessary to administer applications, Credit Lines, and Programs, to comply with law, and as otherwise described in the Privacy Policy or authorized by you.
9.3 Security. Flatland maintains administrative, technical, and physical safeguards designed to protect User Data. However, no method of transmission or storage is completely secure, and Flatland cannot guarantee absolute security.
10.1 Authorization. If you are a Retailer or Manufacturer, you may submit information about a Grower to the Portal only with that Grower's knowledge and express authorization. You may not initiate or submit a credit application on behalf of a Grower without the Grower's prior express consent.
10.2 Compliance. You represent and warrant that your collection, use, and submission of Grower information complies with all applicable laws, including the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Telephone Consumer Protection Act, and applicable state privacy and consumer protection laws, and with any consents or notices required under those laws.
10.3 Use Restrictions. You may use Grower information made available to you through the Portal solely to participate in the applicable Program and for no other purpose, unless the Grower separately authorizes another use.
You agree that you will not, and will not permit any third party to: (a) use the Portal for any unlawful, fraudulent, or deceptive purpose, or misrepresent your identity, role, or authority; (b) copy, modify, translate, or create derivative works of the Portal, or reverse engineer, decompile, or disassemble any portion of it, except to the extent such restriction is prohibited by law; (c) access the Portal by means of bots, scrapers, crawlers, or other automated tools, or harvest data from the Portal; (d) probe, scan, or test the vulnerability of the Portal, or circumvent any security or authentication measure; (e) interfere with or disrupt the operation of the Portal or the data of other users; (f) upload viruses, malware, or other harmful code; (g) use the Portal to develop or support a competing product or service; (h) access data or accounts belonging to others, or submit information about any person without lawful authority to do so; or (i) sublicense, rent, lease, sell, or otherwise transfer access to the Portal. Flatland may monitor use of the Portal and investigate suspected violations of this Section.
12.1 Flatland Property. The Portal, including all software, designs, interfaces, text, graphics, data compilations, and the Flatland Capital Group name and logos, is the property of Flatland or its licensors and is protected by intellectual property laws. Except for the limited license in Section 4, nothing in this Agreement transfers any ownership interest to you.
12.2 Partner Branding. Where the Portal is presented under a Retailer's or Manufacturer's branding as part of a white-label or co-branded Program, that partner's names, logos, and marks remain the property of that partner and are used by Flatland under license. Your access to a co-branded experience grants you no rights in any partner's marks.
12.3 Feedback. If you provide suggestions, ideas, or other feedback about the Portal, Flatland may use that feedback without restriction or obligation to you.
As between you and Flatland, you retain your rights in User Data. You grant Flatland a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use User Data as necessary to operate and improve the Portal, administer applications, Credit Lines, and Programs, comply with legal obligations, and create de-identified and aggregated data that does not identify you or any individual, which Flatland may use for lawful business purposes, including analytics and program design. You are responsible for the accuracy and lawfulness of the User Data you submit.
The Portal operates in conjunction with services provided by third parties, including Funders, credit reporting agencies, identity verification providers, electronic signature providers, and payment processors, and may contain links to third-party websites. Third-party services are governed by their own terms and privacy policies, and Flatland is not responsible for the acts, omissions, content, or practices of any third party. Your relationship with any Funder with respect to a Credit Line is governed by your agreements with that Funder.
15.1 Portal Fees. Flatland does not currently charge end users a fee for access to the Portal. Flatland reserves the right to introduce fees for the Portal or particular features in the future upon reasonable advance notice; any such fees will not apply retroactively.
15.2 Financing Terms Separate. All interest rates, finance charges, fees, repayment obligations, and other terms of any Credit Line are governed exclusively by the loan or credit agreement between the Grower and the applicable Funder, and not by this Agreement. All terms of any Program are governed by the separate written agreement establishing that Program.
This Agreement governs access to and use of the Portal. In the event of a conflict, (a) the loan or credit agreement between a Grower and a Funder controls with respect to the terms of any Credit Line, (b) any separate written agreement between Flatland and a Retailer, Manufacturer, Funder, or other partner controls with respect to its subject matter, and (c) this Agreement controls with respect to use of the Portal.
THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FLATLAND DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY APPLICATION WILL BE APPROVED OR ANY FINANCING WILL BE AVAILABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) FLATLAND AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, CROPS, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PORTAL OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) FLATLAND'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PORTAL OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS YOU PAID TO FLATLAND FOR ACCESS TO THE PORTAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND DO NOT LIMIT OR MODIFY ANY OBLIGATIONS OF A FUNDER UNDER A SEPARATE CREDIT AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
If you are a Retailer or Manufacturer, or a Grower using the Portal for business purposes, you agree to defend, indemnify, and hold harmless Flatland and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of this Agreement, (b) your violation of applicable law, (c) User Data you submit, including any claim that it was submitted without required consent or authority, or (d) your misuse of the Portal. Flatland will provide prompt notice of any claim subject to indemnification and reserves the right to assume the defense of any matter otherwise subject to indemnification by you, at your expense.
20.1 By Flatland. Flatland may suspend or terminate your access to the Portal, in whole or in part, at any time and without prior notice if Flatland reasonably believes that (a) you have violated this Agreement or applicable law, (b) suspension is necessary to protect the security or integrity of the Portal or its users, or (c) continued access would create legal or regulatory risk for Flatland or any Funder. Where practicable, Flatland will provide notice of the reason for suspension or termination.
20.2 By You. You may stop using the Portal at any time. If you wish to close your account, contact Flatland at info@flatlandcapitalgroup.com.
20.3 Effect of Termination. Upon termination, the license granted in Section 4 ends and you must cease use of the Portal. Termination of Portal access does not affect any outstanding obligations under any Credit Line, Program, or other agreement, all of which remain in force according to their terms. Flatland may retain User Data as required by law and as described in the Privacy Policy. Sections 2, 6, 8.2, 9, 10, 12, 13, and 16 through 24 survive termination.
21.1 Portal Changes. Flatland may modify, add to, suspend, or discontinue any aspect of the Portal at any time. Flatland will use reasonable efforts to avoid disruption to pending applications and active Credit Lines.
21.2 Agreement Changes. Flatland may amend this Agreement from time to time. For material changes, Flatland will provide notice through the Portal, by email, or by other reasonable means before the changes take effect. Your continued use of the Portal after the effective date of any change constitutes acceptance of the amended Agreement. If you do not agree to a change, you must stop using the Portal. Changes to Section 22 will not apply to disputes that arose before the change took effect.
22.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs Section 22 and federal law governs where applicable. Nothing in this Section deprives you of the protection of consumer protection laws of your state of residence that cannot be waived by contract.
22.2 Informal Resolution First. Before initiating arbitration or litigation, each party agrees to send the other a written notice describing the dispute and the relief sought, and to attempt in good faith to resolve the dispute for at least thirty (30) days after the notice is received. Notices to Flatland should be sent to the address in Section 24.
22.3 Binding Arbitration. Except as provided in Sections 22.5 and 22.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Portal will be resolved by final and binding arbitration administered by JAMS before a single arbitrator. For disputes involving an individual using the Portal for personal, family, or household purposes, the JAMS consumer arbitration rules and Consumer Arbitration Minimum Standards will apply, the arbitration may be conducted in the county where the individual resides or remotely by videoconference, and Flatland will pay all JAMS fees other than the initial filing fee, up to the amount the individual would have paid to file in court. For all other disputes, the arbitration will be seated in Fargo, North Dakota, and the JAMS Comprehensive Arbitration Rules will apply. Judgment on the award may be entered in any court of competent jurisdiction.
22.4 Class Action Waiver. YOU AND FLATLAND EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. If this class action waiver is found unenforceable as to a particular claim, then that claim, and only that claim, must proceed in court, and the remainder of this Section 22 remains in effect.
22.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or the security of the Portal.
22.6 Right to Opt Out. You may opt out of the arbitration provision and class action waiver in this Section 22 by sending written notice to Flatland at the address in Section 24, or by email to info@flatlandcapitalgroup.com, within thirty (30) days after you first accept this Agreement. The notice must include your name, the account or entity name, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of this Agreement.
23.1 Complete Terms for Portal Use. This Agreement, together with the Privacy Policy and any Additional Terms, states the complete terms governing your use of the Portal. It does not supersede or amend any separate written agreement described in Section 16, each of which continues to govern its own subject matter.
23.2 Assignment. You may not assign or transfer this Agreement or your account without Flatland's prior written consent. Flatland may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.
23.3 Severability; Waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be enforced to the maximum extent permitted. Flatland's failure to enforce any provision is not a waiver of its right to do so later.
23.4 Force Majeure. Flatland is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, utility or telecommunications failures, and acts of governmental authorities.
23.5 No Third-Party Beneficiaries. Except that Funders are intended third-party beneficiaries of Sections 6, 8, 17, and 18, this Agreement does not confer any rights on any third party.
23.6 Notices. Flatland may provide notices to you through the Portal, by email to the address on file, or by mail. You may provide notice to Flatland at the address in Section 24. Notices are effective when sent, in the case of electronic notice, or upon receipt, in the case of mail.
23.7 Interpretation. Section headings are for convenience only. "Including" means "including without limitation."
Flatland Capital, Inc. d/b/a Flatland Capital Group
1630 1st Ave N, Suite B, PMB #16, Fargo, ND 58102
info@flatlandcapitalgroup.com