Terms Of Use

February 2008
 
Welcome to the website for The Andersons, Inc., its affiliates and subsidiaries (“The Andersons”).  Use of this website, is offered to you upon your acceptance of these Terms of Use, our Privacy Policy and other notices posted on this website. Your use of this website, or of any information, products or services presented in any area of this website, indicates your acknowledgment and acceptance of, and your agreement to follow and be bound by, these Terms of Use, our Privacy Policy and other notices posted on this website.

Modification Of These Terms

You acknowledge that we have the right, to modify, add or remove any terms or conditions of these Terms of Use without prior notice or liability to you. Any changes to these Terms of Use shall be effective immediately following the posting of such changes on our website. Because your continued use and access to this site constitutes your acceptance of these changes, we encourage you to visit this website from time to time.

Use Restrictions

You may not download, modify, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, perform or circulate this website, its contents, or any portion thereof in any form or by any means (electronic, mechanical, photocopying or otherwise), except with our express written consent. No right, title or interest in any downloaded materials is transferred to you as a result of downloading. Access to, and the right to use, our website may be subject to local laws and regulations. You agree to comply with all applicable laws and regulations relevant to your use of our website.

Agreement To Contract Electronically

You agree to contract electronically with The Andersons. You agree that this electronic Terms of Use agreement, combined with your act of using the services offered on this Web Site or clicking on "I Agree," have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity, enforceability, or admissibility of the Terms of Use on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print this agreement

Privacy

We respect your privacy. The information you submit is subject to our Privacy Policy, and you grant The Andersons and all other persons or entities involved in the operation of the Web Site the right to transmit, monitor, retrieve, store, and use your personal information, as provided for in that policy. We encourage you to print and review the Privacy Policy to assist you in making an informed decision regarding the type of information you would like to submit to us. The Andersons cannot and does not assume any responsibility or liability for any information you submit or for your or any third party's use or misuse of information transmitted or received using this Web Site.

Modifications

We may discontinue, add to, modify, upgrade, or replace all aspects of the Web Site in our sole discretion and without notice. In particular, we reserve the right to modify, supplement, delete, discontinue, or remove any software, file, publications, information, communication, or other content appearing on or transmitted through the Web Site.

Monitoring

The Andersons has no obligation to monitor the services offered in this Web Site or any use thereof or to retain the content of any user session. However, as stated in our Privacy Policy, The Andersons reserves the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request or to cooperate with law enforcement and other authorities in investigating a claim of illegal activity. The Andersons may use IP addresses to identify a user when we feel it is necessary to enforce compliance with our Terms of Use or to protect our service, Web Site, customers, or others.

Purchasing Policy & Customer Access ID Policy

Customer Access IDs: Certain sections and services on the Web Site are only available to The Andersons business-to-business customers. These sections can only be accessed by entering your Customer ID which is the number assigned to you when you began to do business with  The Andersons. 
Anyone with knowledge of your Customer ID can gain access to this Web Site and the information that is available to you. By agreeing to these Terms of Use, you agree to be solely responsible for the confidentiality and use of your Customer ID. 
As a condition of use, you will also immediately notify The Andersons if you become aware of any loss or theft of the Customer ID or any unauthorized use of the Customer ID.

Forums & Blogs

Forums are provided as a convenience to you, as a Member (as defined below), and your use of the Forums is conditioned on your acceptance of the terms of use as well as any other terms, conditions, guidelines or rules that may be incorporated by reference herein or posted from time to time with respect to any Forum or the Site. The Andersons may modify these Forum Terms at any time and from time to time, with or without notice. Also, when using any particular information or materials, including, without limitation, any text, product information, specifications, images, audio files and other information or materials available through the Forums (collectively, the “Materials”), you are subject to any additional terms and conditions posted in connection with such Materials.

  1. Members - You may access the Forums and use the Materials, if you are above the age of 13 and become a member by completing the registration process and providing us with your current, complete and accurate information as requested on the applicable registration forms (each, a “Member”). Notwithstanding the foregoing, you acknowledge and agree that The Andersons, in its sole discretion, may suspend or discontinue your membership, and refuse any and all current and future access to, or use of the Forums, at any time without notice to you.
  2. Use and Restrictions - The Forums are provided solely as a convenience to you. If you are a Member, you may use the Forums only for your personal use to post information, text and other materials relevant to the prescribed topic that you have the right to use, disclose, copy, display and license or sublicense, in accordance with all applicable laws and regulations. Other than for your use of the Forums, as expressly permitted in these Forum Terms, you may not access or attempt to access any systems or servers on which the Forums are hosted or modify or alter the Forums in any way. You further agree that:
    1. you will not submit, display or transmit any Materials via the Forums, or the systems or services on which the Forums are hosted.  You are not in violation of any proprietary rights of, or contractual obligations to, any third party, or in violation of applicable laws, rules and regulations;
    2. you will not submit, display or transmit any unauthorized images, photographs, graphics, links, audio files, video files or similar materials;
    3. you will not submit, display or transmit any promotions, advertisements, surveys, contests, chain letters, or pyramid schemes;
    4. you will not forge headers, create a false identity or otherwise manipulate identifiers in order to deceive others or disguise the origin of any Materials transmitted to or via the Forums;
    5. you will not use the Forums to threaten, defame, abuse, assault, stalk, harass or otherwise violate the rights of any other person or entity, whether or not such person or entity is a Member, including, without limitation, the rights of privacy or publicity;
    6. you will not publish, post, display or disseminate any knowingly untrue, profane, obscene, indecent, unlawful, terrorist, violent or hateful Materials;
    7. you will not collect, store, publish, post, sell, transmit or disclose personal data about other Members, transmit unsolicited commercial e-mail or private messages to other Members, or use the Forums to disclose or sell personal data about non-Members;
    8. you will not upload or otherwise transmit files that contain viruses, worms, Trojan horses, malicious code, spyware, adware, sniffers, corrupted files or similar software or programs;
    9. you will not restrict or prevent any other Member from using the Forums; and
    10. you will not create or disseminate a negative thread about an individual or individuals.
    11. The Andersons shall not be responsible, and disclaims all liability in connection with, the use of any information or Materials that you submit, post or display on the Forums. You should use caution when posting any information or Materials, including but not limited to, personally identifiable information, to any Forum.
  3. Monitoring - The Andersons has no obligation to monitor the Forums. However, The Andersons reserves the right to review the Materials submitted to or posted on the Forums, and remove, delete, redact or otherwise modify such Materials, in its sole discretion and for any reason whatsoever, at any time, without notice or further obligation to you. The Andersons has no obligation to display or post any Materials provided by you. The Andersons reserves the right to disclose, at any time, any information or Materials that The Andersons deems necessary or appropriate to satisfy any applicable law, regulation, contract obligation, legal or dispute process or government request 
  4. License - By submitting, uploading or posting Materials to the Forums, you are granting The Andersons permission to use such Materials on the Forums and in connection with the operation of The Andersons Website, including without limitation, the worldwide, non-exclusive, irrevocable, royalty-free right to use, copy, distribute, publish, display, transmit, modify, translate and reformat your materials, publish your screen name in connection with your Materials and sublicense such Materials to any of The Andersons’ service providers or any third party. You acknowledge and agree that you are not entitled to receive any compensation for any Materials submitted in connection herewith
  5. Confidentiality - You acknowledge and agree that any login, identifier or password (each, a “Password”) is confidential information. You must maintain the confidentiality of any Password, and you may not disclose such Password to any other person or entity or permit any other person or entity, whether or not a Member, to access the Forums using such Password. You agree to notify The Andersons immediately of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you or approved by The Andersons.
  6. Indemnification - You agree to indemnify, defend and hold harmless The Andersons, and their respective officers, directors, employees, agents, suppliers, licensors and third party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your use of the Forums, including, without limitation, in connection with any Materials, submitted, posted or displayed by you on the Forums, or any violation by you of these Forum Terms, any applicable law or any rights of another person or entity.
  7. Dispute Resolution - If any controversy, dispute or claim arising out of or related to your use of the Forums or any of the Materials arises, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association. However, The Andersons will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to your unauthorized use, modification, copying, distribution, transmission, display, performance, reproduction, publication, license, creation of derivative works, transfer or sale of the Materials or the breach of your confidentiality obligations hereunder.
  8. Modifications - The Andersons reserves the right, to modify, alter, or update these Forum Terms at any time, and your continued use of the Forums after such modifications, alterations or updates signifies your agreement to be bound by such modifications, alterations or updates. The Andersons may also, directly or indirectly, make improvements and/or changes in the Forums or any portion thereof at any time without notice or obligation to you.
  9. Miscellaneous - Use of the Forums is unauthorized in any jurisdiction that does not give effect to all provisions of these Forum Terms, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Andersons as a result of these Terms, our Privacy Policy or use of the Forums. The Andersons' performance of these Forum Terms is subject to existing laws and legal process, and nothing contained in the Site’s Terms of Use, these Forum Terms or our Privacy Policy will detract from The Andersons’ right to comply with law enforcement requests or requirements relating to your use of the Forums or information provided to or gathered by The Andersons with respect to such use. These Forum Terms and the other documents described in Section 1 hereof constitute the entire agreement between you and The Andersons with respect to the Forums, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and The Andersons with respect to the Forums. A printed version of these Forum Terms and of any notice given in electronic form shall be admissible in judicial, arbitration or administrative proceedings based upon or relating to these Forum Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Disclaimers

Your use of the web site is at your sole risk. Neither the Andersons nor any of its employees, agents, third-party content providers, or suppliers warrants that the web site will be uninterrupted or error-free; nor does the Andersons make any warranty as to the results that may be obtained from use of the web site or as to the accuracy, reliability, completeness, or content of any information or service  provided through the web site. 

All services, products, merchandise, customization, and materials obtained through the web site including all text, graphics, links, animation, java script, and "cookies," are provided on an "as is" basis without warranties and conditions of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose or non-infringement, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement. 

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, and all causes of action for the same, whether breach of contract, tortious behavior, negligence, or otherwise. You specifically acknowledge that the Andersons is not liable for the defamatory, offensive, or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you.
The Andersons is not responsible for any content distributed by you through this web site or associated services. No advice or information, whether oral or written, obtained by you through this web site shall create any warranty not expressly stated in the terms. 

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, the above limitation may not apply to you.

Limitation of Liability

Neither the Andersons or any party involved in the creation of, production of or delivery of this service or any website associated with this service shall have any liability whatsoever for direct, incidental, consequential, indirect, special or punitive damages arising out of your access to, use or inability to use this service or any site linked to this web site, or any failure of performance, alteration, error, omission, interruption, defect, delay in operation, transmission of computer virus, or line or system failure regardless of whether such claim is for contract, tort, negligence, strict liability, or any other claim. Further, neither Andersons nor any other party involved in the creation of this web site shall have any liability for such claims even if Andersons has been advised about the possibility for such a claim. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages so the Andersons' liability in such jurisdictions is limited to the extent permitted by law.

Intellectual Property

Copyrights: The Andersons, its business partners and content providers have property rights to all content on this Website, including but not limited to text, graphics, logos, button icons, images and pictures on this Web Site, which property rights are protected by U.S. copyright law.  ThisWeb Site is copyrighted as a collective work under U.S. copyright law.  Except as permitted by the limited license section below, you may not modify, transmit, distribute, republish any of this content without the prior written consent of The Andersons.

Trademarks: The Andersons owns all trademarks, trade names, brand names and service marks whether registered or unregistered and whose property rights are protected by U.S. trademark law.  Except as permitted by the limited license section below, you may not use any of these trademarks, trade names, brand names and service marks  without the prior written consent of The Andersons.  Any other trademarks, tradenames, brand names, and service marks remain the property of their respective owners.

Patents: The Andersons owns all patents and patent applications filed by The Andersons, whose property rights in such patents and patent applications are protected by U.S. and International patent laws.  You may not use any of these patented or patentable assets without the prior written consent of The Andersons.

Limited License: You may download portions of materials on this Web Site solely for your personal non-commercial use. 

Termination of License: If you violate any of these Terms of Use, your permission to use the content of this Web Site automatically terminates, and you must immediately destroy any copies you have made of any portion of the content.

Copyright Infringement: If you believe that any material contained in this Web Site infringes your copyright, you should notify The Andersons of your copyright infringement claim in accordance with the following procedure.

The Andersons will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. The DMCA requires that notifications of claimed copyright infringement should be sent to the Web Site's Designated Agent who is:

The Andersons, Inc.
PO Box 119
Maumee, OH 43537
Telephone: (419) 893-5050
E-mail: hostmaster@andersonsinc.com

 

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an e- mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

Investor Relations

Forward Looking Statements: Some of the information on this Web Site may contain “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding expectations for future financial performance.These statements involve risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks include economic, weather and regulatory conditions, competition, and the risk factors set forth from time to time in the Company's filings with the Securities and Exchange Commission. Although the Company believes that the assumptions upon which the financial information and its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct.

User Submissions

You agree that you will not upload or transmit any communications or content of any type that infringe or violate any rights of any party. By submitting communications or content to any part of this Web Site, you agree that such submission is non-confidential for all purposes. If you make any such submission, you automatically grant--or warrant that the owner of such content has expressly granted-- The Andersons a royalty-free, perpetual, irrevocable, world-wide exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium or any form, format, or forum now known or hereafter developed. The Andersons may sublicense its rights through multiple tiers of sublicenses.

Links To Other Websites

This Web Site may contain links to third party web sites ("Third Party Sites"). We do not, either expressly or by implication, endorse the content on these Third Party Sites. The links are provided for your convenience only. We have no control over such Third Party Sites, nor do we review the content on those Third Party Sites; therefore, we are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Sites. You further acknowledge and agree that The Andersons is not responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Third Party Site or resource.

Unsolicted Ideas

The Andersons does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new products or technologies, or new product names. Please do not send any such unsolicited ideas. If you send any such information, the information will be deemed, and shall remain, the property of The Andersons. None of the information will be treated as confidential or proprietary, and The Andersons shall not be liable for any use or disclosure of such information. The Andersons shall be entitled to unrestricted use of such information for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the information.

Exclusive Jurisdiction; Governing Law

Except as otherwise expressly provided in Section 9, the exclusive venue for all litigation, court proceedings, arbitration proceedings, mediation proceedings, lawsuits, court hearings and other hearings initiated in connection with the Forums and/or the Materials or their use must be Lucas County, Ohio, USA. These Terms of Use and the relationship between you and The Andersons will be governed by the laws of the State of Ohio, USA, without giving effect to principles of conflict of laws of any jurisdiction. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect. 

Choice of Law and Forum: You expressly agree that exclusive jurisdiction for any dispute with The Andersons, or in any way relating to your use of the Web Site, resides in the courts of the State of Ohio, U.S.A., and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Ohio, U.S.A. in connection with any such dispute including any claim involving The Andersons or its employees, contractors, officers, directors, telecommunication providers, and content providers. These Terms of Use are governed by the internal substantive laws of the State of Ohio, U.S.A. without respect to its conflict of laws principles.

Entire Agreement: Except as expressly provided in a particular "legal notice" on the Web Site, these Terms of Use constitute the entire agreement between you and The Andersons with respect to the use of this Web Site and the information, products, customization, materials, services, and advice provided on the Web Site. Your use of this Web Site is also subject to The Andersons’ Privacy Policy. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

Termination: The Andersons may terminate these Terms of Use without cause at any time and effective immediately. In addition, The Andersons, in its sole discretion may terminate these Terms of Use immediately and without notice for violation of any part of these Terms of Use. You may also terminate these Terms of Use by simply discontinuing use of your account and/or the Web Site. In the event of any termination of these Terms of Use, the restrictions on your use of the content of the Web Site (as set forth in Paragraphs 8 ("Intellectual Property) and 10 ("User Submissions")) shall survive such termination, and you agree to be bound by those terms.

Indemnity: You agree to defend, indemnify, and hold harmless The Andersons, its officers, directors, employees, agents, licensors, suppliers, and licensees from and against any claims, actions, or demands, liabilities, damages, and settlements (including without limitation, reasonable legal and accounting fees and litigation expenses) resulting from, or alleged to result from, your violation of these Terms of Use or relating to or arising from your use of the Web Site, The Andersons services, and any products or services obtained on or through the Web Site.

Waiver & Severability: Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. No waiver of any of the Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition. 

Limitation on Actions: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site or these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred.

Export: The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations - including but not limited to the Export Administration Act and the Arms Export Control Act - and not to transfer, by electronic transmission or otherwise, any content derived from the Web Site to either a foreign national or a foreign destination in violation of such laws.

If you have any questions or concerns about how your personal information will be treated as you make use of this Web Site, please take a moment to read our Privacy Policy. Questions or comments regarding this Web Site should be directed by e-mail to hostmaster@andersonsinc.com, or by telephone to (419) 893-5050, or by U.S. mail to The Andersons, Inc. PO Box 119, Maumee, OH  43537, Attention: hostmaster

©2/2008 The Andersons, Inc.

Five Groups. One Company.

The Andersons grows enduring relationships through extraordinary service, a deep knowledge of the market, and a knack for finding new ways to add value as we have done for nearly 70 years.

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