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Terms and Conditions
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The GateTrade website ("Website") is not open to the public and may only be accessed by Registrants who agree to be bound by the terms of this agreement ("Agreement"). By clicking the "I AGREE" icon below you (or "Registrant") are manifesting your assent and agree to be bound by the terms of this Agreement. In return, Registrant will receive a confidential password which Registrant may use to access this Website on the terms set forth below. In addition, Registrant agrees to receive all communications regarding activity conducted through this Website via electronic delivery. Finally, the Agreement shall serve as a Privacy Notice for Registrant.

  1. Purpose. This Website is intended to provide a forum to facilitate the exchange of indications of interest, offers and acceptances in forward contracts for agrigoods, including but not limited to edible oils, seed oils, grains and their derivatives.

  2. Agreement. By Registrant signifying assent, Registrant agrees to be contractually bound to the terms of this Agreement. Registrant further agrees that Registrant's assent, given electronically, shall have the same legal effect as if it had been personally signed by Registrant. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law which might otherwise limit its enforceability or effect because it was entered into electronically.

  3. Access. By entering into this Agreement, Registrant will be granted a revocable license to access this Website. Registrant's access privileges, however, are conditioned on Registrant's adherence to the terms of this Agreement. GateTrade reserves the right to deny Registrant access to this site or permanently terminate Registrant's access privileges at any time if, in GateTrade's sole discretion, Registrant has failed to abide by the terms of this Agreement or appears to GateTrade likely to do so. By agreeing to grant Registrant access, GateTrade does not obligate itself to maintain this Website in its present form and GateTrade expressly reserves the right to modify the Website in any manner that GateTrade desires.

  4. Electronic Delivery of Information. Registrant agrees to receive documents related to the activities conducted through this Website via electronic delivery. Documents for electronic delivery include, but are not limited to:
    1. Statements.
    2. Trade Confirmations.
    3. Tax Documents.
    4. Research Reports.
    5. Notices.
    6. Tenders.
    7. Vessel Nomination.
    8. Any Pertinent Information for Logistic and Cargo Movement.
    9. Invoices.

    Within 24 hours immediately after delivery of any document to Registrant by GateTrade via electronic mail, Registrant agrees to confirm to GateTrade, via electronic mail delivered to webmaster@gatetrade.com, Registrant's receipt of such document. If Registrant fails to confirm receipt of any document within such 24 hour period, GateTrade shall have the right, in its sole discretion to suspend, cancel or terminate Registrant's access to and use of the Website and its features and functionalities without damage or liability of any kind.

    Registrant agrees that all information contained in any document transmitted via email shall be deemed true, correct and binding upon Registrant if Registrant does not deliver an objection to GateTrade in writing or via electronic mail within two (2) days after delivery of the document to Registrant.

    Registrant represents that it has Internet access and an e-mail address to receive documents electronically (plus a printer or other device to print or save documents). Electronic delivery is free, but Internet access and telephone charges may apply (and shall be the sole responsibility of Registrant). As a condition to using the Website, Registrant shall complete GateTrade's Registration Form, and Registrant agrees that the email address provided by Registrant on the Registration Form may be used by GateTrade for electronic delivery of information to Registrant. Notwithstanding anything to the contrary contained in any trade association rules applicable to any transaction consummated on the Website, Registrant agrees that, as a condition to using the Website, GateTrade may transmit documentation and other information to Registrant and that such information and documentation shall be binding and enforceable to the same extent it would have been if it had been mailed or delivered personally or by facsimile to Registrant.

  5. Privileges Nontransferable. Registrant's access privileges may not be transferred by Registrant to any third-parties. Registrant further agrees not to disclose Registrant's confidential password to anyone outside Registrant's control. Registrant agrees to be solely responsible for any and all acts or omissions with respect to access and use of the Website (including, but not limited to the exchange of indications of interest and the offer and acceptance of forward contracts). Registrant also agrees to the exchange of indications of interest and to inform GateTrade electronically or in writing immediately of any authorized disclosure of use of the password assigned to Registrant.

  6. Privacy. In order to effect the purposes set forth in Section 1 above, Registrant authorizes, agrees and acknowledges that GateTrade will disclose information about the Registrant, including the Registrant's name and address, to other registrants accessing and using the Website, as well as disclose the name of Registrant to potential registrants. GateTrade agrees that it will not knowingly provide the address of any registrants who use the Website to any third party, unless GateTrade obtains the registrant's prior permission or is compelled to do so by court order or regulatory authority. Notwithstanding the foregoing, GateTrade may (i) use any information it learns about a registrant and any information derived from a registrant's activities on the Website for its own internal purposes, and (ii) use, compile and publicly disclose information regarding any trading activity on its Website, including trading volume and price information, provided that, with respect to this subclause (ii), GateTrade does not disclose the name and address of any registrant and uses its reasonable commercial efforts to disclose the information in a manner so as to prevent discovery of any registrant's name and address.

  7. DISCLAIMER OF WARRANTIES. GATETRADE IS UNABLE TO OFFER ANY WARRANTIES OR MAKE ANY REPRESENTATIONS ABOUT ANY BENEFITS OR OPPORTUNITIES WHICH REGISTRANT MAY OBTAIN AT THIS SITE. GATETRADE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS WEBSITE IS MADE AVAILABLE TO REGISTRANT "AS IS," WITHOUT ANY WARRANTIES WHATSOEVER ABOUT THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY MATERIAL AT THE SITE, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES. IN ADDITION, GATETRADE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THIS WEBSITE WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE. TO THE EXTENT THAT REGISTRANT MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN, REGISTRANT HEREBY AGREES THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 7 AND OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, THIS SECTION 7 SHALL SUPERCEDE AND BE CONSTRUED TO TAKE PRECEDENCE.

  8. LIMITATION OF LIABILITY. GATETRADE IS UNABLE TO ACCEPT LIABILITY FOR ANY CONDUCT, ACTS OR OMISSIONS OCCURRING AT THIS WEBSITE. IN NO EVENT WILL WE BE LIABLE TO REGISTRANT FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL SPECIAL DAMAGES OR ANY LOST PROFITS, EVEN IF REGISTRANT CLAIMS TO HAVE NOTIFIED GATETRADE ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD PARTIES. GATETRADE SHALL NOT BE LIABLE IN ANY WAY, AND REGISTRANT AGREES TO INDEMNIFY AND HOLD HARMLESS GATETRADE FOR ANY ERROR, OR DELAY, OR OMISSION, OR RECEIPT, OR DELIVERY OF INFORMATION OR INSTRUCTIONS, ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY A) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, B) NON-PERFORMANCE, C) INTERRUPTION OF INFORMATION OR INSTRUCTIONS DUE EITHER TO ANY NEGLIGENT ACT OR OMISSION BY GATETRADE OR TO A "FORCE MAJEURE" (I.E., FLOOD, EXTRAORDINARY WEATHER CONDITIONS, EARTHQUAKE OR OTHER ACT OF GOD, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, NETWORK COMMUNICATION FAILURES, COMPUTER VIRUSES, POWER FAILURE, EQUIPMENT OR SOFTWARE FAILURE, ROLLING BLACK-OUT, BROWN-OUT OR ACT OF TERRORISM) OR ANY OTHER ISSUE CAUSED BEYOND THE REASONABLE CONTROL OF GATETRADE.

  9. Complete Agreement/No Representations. This Agreement, the Account Preference Form and the Registration Form constitute the entire agreement between Registrant and GateTrade relating to Registrant's access to and use of this Website and supersede any prior or contemporaneous representations or agreements. This Agreement - and only this Agreement - shall govern Registrant's and GateTrade's legal rights and obligations. Any rights not otherwise expressly granted by this Agreement are reserved by GateTrade. This Agreement may not be modified, either expressly or by implication, except as set forth below in Section 10.

    As set forth in Section 7, it is not GateTrade's intention to make any legal representations or warranties about this Website, either expressly or by implication. The terms of this Agreement are intended to supersede anything else that appears at this Website, now or in the future. So that there is no misunderstanding, by entering into this Agreement, Registrant agrees that, except as provided in Section 10, nothing posted at this Website or otherwise communicated to Registrant shall in any way modify or vary the terms of this Agreement.

  10. Modifications/Termination.

    1. In General. GateTrade's representatives and/or employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (1) by obtaining GateTrade's written consent in a notarized agreement signed by an authorized agent of GateTrade; or (2) as set forth below in subpart (b).

    2. Periodic Revisions and Amendments. Registrant agrees that GateTrade may modify the terms of this Agreement in GateTrade's sole discretion. If GateTrade does so, GateTrade will notify Registrant by email at the address Registrant has provided and by posting a notice on GateTrade's homepage for fifteen (15) consecutive calendar days in advance of the effective date of any modification to this Agreement. Otherwise it will be Registrant's responsibility and obligation to check the notice section of this Website to determine if there have been any changes to this Agreement. Registrant agrees and understands that GateTrade reserves the right to unilaterally terminate Registrant's access privileges or otherwise deny Registrant access to the Website in the event that Registrant declines to be bound by any proposed modifications to this Agreement.

    3. Term. Unless GateTrade terminates Registrant's access privileges or Registrant ceases to utilize the GateTrade Website, this Agreement shall remain in force so long as Registrant is authorized to access this Website.

  11. Indemnification. Registrant agrees, at Registrant's own expense, to defend GateTrade and indemnify GateTrade against any liability, including attorney fees, arising out of or relating in any way to alleged acts or omissions by Registrant which, if true, would constitute a violation of one or more terms or provisions of this Agreement.

  12. Dispute Resolution and Indemnification.

    1. Internal Resolution. In the event of any potential dispute or controversy arising out of, connected with, or related in any way to this Agreement, the parties agree to work together in good faith to resolve such potential disputes or controversies without the need for the involvement of any third party or court; provided, however, that the Parties shall not be obligated to do so for more than fifteen (15) calendar days after receipt of notice by either party that an actual dispute exists.

    2. Mediation. If the Parties are unable to resolve such actual dispute or controversy during such 15 calendar day period, the parties may jointly elect, but are not required, to proceed to mediation for no more than thirty (30) calendar days. A mediator shall be selected and agreed upon with the consent of the parties to the dispute or controversy arising out of, connected with, or related to in any way, this Agreement.

    3. Arbitration. If the parties are unable through good faith efforts to resolve any applicable disputes during the period(s) set forth above, the parties agree to submit their dispute to binding arbitration. The arbitration shall be governed by the rules of the industry-trade association (e.g., the rules of the FOSFA, PORAM, AFOA and NIOP) applicable to the dispute or controversy for the trade(s) executed by Registrant; provided, however, if such dispute or controversy is not governed by the rules of such applicable industry-trade association or such trade association does not have applicable dispute resolution rules, the arbitration shall be governed in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

      If the arbitration is conducted in accordance with the AAA,, the arbitration shall be conducted by a panel of three arbitrators in San Francisco, California. The AAA shall be requested to submit a list of prospective arbitrators consisting of persons experienced in matters involving the dispute. Within 15 calendar days of receipt of the list of arbitrators, each party shall select one arbitrator, and the two arbitrators so selected shall, within 30 calendar days of both being selected, choose a third arbitrator, which three arbitrators shall comprise the arbitration panel. The provisions of California Code of Civil Procedure §1283.05, and the laws of the State of California, are incorporated herein and shall be applicable to the arbitration. In making the award, the arbitrator panel shall award recovery of costs and expenses of the arbitration and reasonable attorneys' fees to the prevailing party. Any award may be entered as a judgment in any court of competent jurisdiction. Should judicial proceedings be commenced to enforce or carry out this provision or any arbitration award, the prevailing party in such proceedings shall be entitled to reasonable attorneys' fees and costs in addition to other relief.

      In all cases (whether the arbitration is conducted under the trade association rules of the FOSFA, PORAM, AFOA or the AAA), either party shall have the right, prior to receiving an arbitration award, to obtain preliminary relief, including attorney's fees, from a court of competent jurisdiction to: (i) avoid injury or prejudice to that party; or (ii) or to protect the rights of any party.

      All disputes shall be governed by and construed in accordance with the laws of the United States and of the State of California as applied to transactions entered into and to be performed wholly within California between California residents without application of the law of conflict of laws. All arbitrations under this Agreement shall be conducted in San Francisco, California.

  13. Construction. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.

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