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ePigflow Terms of Use

ePigflow is an electronic service provided by Ag Ecommerce, LLC, an Iowa limited liability company, located at 3782 9th St SW, Mason City, Iowa 50401. ePigflow provides services that assist producers and purchasers of pigs to purchase and sell pigs, find service providers, and other related activities and services in the pig industry (the “Services”), primarily by allowing users to create listings of pigs and pig facilities using the website www.epigflow.com and any related or sub-domain (the “Site,” and the listings on the Site, the “Listings”). Your use of the Services is subject to the following Terms of Use (“TOU”). You must accept these TOU prior to using the Services. If you are unwilling to accept these TOU, you may not use the Services. ePigflow has the right, but is not obligated, to strictly enforce the TOU.
Modifications to This Agreement

We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms of Use at any time. Such modifications shall become effective immediately upon your acceptance of such modification. You may not continue to use the Services unless you agree to such modifications. The most recent version of these TOU can be found on the ePigflow website at any time.
License to Use the Services; Permitted Uses

ePigflow hereby grants you a worldwide, non-transferable, non-sublicensable, revocable right to access and use the Services solely for the following purposes (the “Permitted Uses”), subject to your compliance with all of the terms and conditions set forth in these TOU:
(a) To view Listings and other Content available on the Site.
(b) To create Listings for the sale of pigs or offers to enter into contracts to produce pigs or offers to provide pig facilities.
(c) To enter into transactions related to Listings using the tools provided on the Site.
(d) To communicate with other users related to Listings and other Content available on the Site.
Ownership of the Services

These TOU provide access to and use of the Site and the Services and provides for the hosting of all Content for the purpose of providing the Services to all users. However, these TOU do not constitute a sale of any title or interest in any software used to provide the Services. Such software and all proprietary and intellectual property rights contained therein are expressly reserved to and shall remain the sole and exclusive property of ePigflow.
Content
(a) Creation of Content. You and other users are permitted to create Listings, post information, send messages, and otherwise upload or create content that may be viewed by others as a function of the Services (the “Content”). You are entirely responsible for all Content that you post, email or otherwise make available via the Services or as part of any Listings. You represent and warrant (i) that you have all rights necessary to upload the Content and to permit ePigflow to display the Content, (ii) that uploading such Content will not constitute a violation or infringement of any third parties’ right or interest in such Content, and (iii) that no Content is false or materially misleading.
(b) Use of Content, Acknowledgement of Risk. You understand that ePigflow does not control and is not responsible for Content made available through the Listings, and that all Content is the sole responsibility of the user that created and posted such Content. You agree that you must evaluate and acknowledge that you bear all risks associated with the use of any Content. ePigflow makes no representation or warranty as to the accuracy, completeness or authenticity of any Content or of the information contained in any the Listings, and under no circumstances will ePigflow be liable in any way for any Content or for any loss or damage of any kind incurred as a result of your use of any Content made available via the Services.
(c) Right to Remove Content. ePigflow reserves the right to remove any Content from the Site at any time if ePigflow believes, in its sole and absolute discretion, that such Content violates the spirit or terms of this TOU.
(d) Ownership of Content. ePigflow acknowledges that Content, even though hosted under these TOU, is the property of the user who uploads, submits, displays, or otherwise makes it available using the Services. Notwithstanding the foregoing, ePigflow reserves the right, and the users hereby grant the right to ePigflow, to (i) use any Content to improve its software, processes, and Services, (ii) to display Content to other users subject the terms of these TOU, (iii) use Content and gather information as permitted by the Privacy Policy, (iv) to use and sell aggregate information regarding the use of the Services for any purpose so long as such information is not personally identifiable to a particular user, and (v) as otherwise necessary to provide the Services.
Prohibited Actions

In addition to any other activity which ePigflow decides and informs you is inappropriate (all in ePigflow’s sole discretion), you shall not (i) permit any third party to access the restricted sections of the ePigflow Site or Services except as permitted herein, (ii) modify, reverse engineer, decompile, or otherwise attempt to discover or copy the software used to provide the Services, (iii) create derivative works based on the software used in the Services, (iv) copy, frame, mirror, or reproduce any part or content of the Services, (v) exploit any bugs to use the Software or Services for any purpose not specified in these TOU, (vi) use the Software to send unsolicited communications, (vii) use or access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Software, (viii) use the Services in any manner that could damage, disable, overburden, or impair the Services or another user’s use of the Services; (ix) remove, obscure, or change any copyright, trademark, hyperlink, or other proprietary rights notices contained in the Services; (x) submit Content that is materially false or misleading; (xi) submit Content that falsely expressly or implies that the content is approved of or endorsed by ePigflow; (xii) use the Services to violate the security of any network or to transfer or store any illegal material in violation of any law, including intellectual property laws; (xiii) misrepresent or otherwise disguise the source of Content that you upload using the Service, including by using an alias, disguising the source IP address of the uploaded Content, or similar processes and behaviors; or (xiv) using the Services to steal or infringe upon any other user’s intellectual property rights in their Content (the “Prohibited Actions”).
Sales & Interactions Between Users; Listing Requirements
(a) Sales Between Users. Your interactions and agreements with other users found using the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. Any transaction you enter into is solely between you and such other organization and/or user, and not with ePigflow. You should make whatever investigation you believe necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ePigflow shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between users, or between a user and any third party, you understand and agree that ePigflow is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release ePigflow, its owners, officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our Services. Your rights upon a breach of an agreement by another user, whether entered into online or offline, are the rights and remedies available to you under applicable law and it is your responsibility to enforce the agreement.
(b) Recommended Terms for Users. Among the terms that users should consider and agree to prior to entering into a transaction include (i) which party shall bear the risk of loss and at what point, if any, title and risk of loss transfer from one party to the other, (ii) transportation cost allocation or "FOB" terms, (iii) the allocation of any health or other risks/inspections and (iv) any other relevant business terms customary for transactions of the kind the parties engage in when using the Services. Unless otherwise agreed between the parties, the risk of loss shall pass upon transfer of shipping costs pursuant to such transaction’s “FOB” terms. ePigflow shall provide tools on the Site so that users may disclose any material business terms that users may believe are relevant to a particular Listing.
(c) Listing Rules. ePigflow currently offers four primary services, its Spot Market Sales service, its Long Term Contract listing service, its Facility Space listing service and its Payment Assurance service. Each of these services is subject to certain listing standards and rules governing the creation and use of Listings (the “Listing Rules”). By agreeing to these Terms, you agree to comply with all of Listing Rules set forth on the Site which can be viewed at http://www.epigflow.com/how_it_works.php ,which may be amended from time to time by ePigflow to reflect improvements in the Services and to better protect users of the Services.
(d) Information About Listing and Transactions. Each user will be provided with information regarding their Listings and transaction that utilize the Services on the Site. Such information shall include, but not be limited to, purchase and sales history, discount history and payment history.
(e) Documents Related to Transactions. Applicable law and trade practice may require the delivery of certain documentation or other information by a seller related to any pigs being sold, including but not limited to health inspections, veterinary papers, country of origin documents or certification, or customs documents. If you are a seller, you agree to provide such information to any buyer as required by applicable law, and all users acknowledge and agree that ePigflow is not responsible for (and shall not be liable for) determining what information or documents are required or for the delivery of such information or documents.
Transactions Utilizing ePigflow’s Payment System
(a) General. As part of the Services, ePigflow allows users to make payments through the Site for certain types of transactions. If you desire to utilize such payment system, you must have current and valid payment information on file with ePigflow using a permitted payment method. ePigflow reserves the right to add or remove any particular payment method or processor at any time in its sole discretion. Your use of a particular payment processor may be subject to the terms and conditions set forth by such payment processor and may be changed by such payment processor without the knowledge of or notice from ePigflow.
(b) Payment Procedures. When users utilize the payment system provided by ePigflow, such payment shall be governed by the rules for payments set forth in the Listing Rules.
Escrow

As a part of the payment process for sales using the Payment Assurance service, ePigflow may serve as an escrow agent for certain funds of the parties (“Escrowed Funds”). ePigflow keeps all Escrowed Funds separate from its own funds through the use of a pooled escrow or trust account (the “Escrow Account”). ePigflow agrees to hold the Escrowed Funds and serve as escrow agent only upon the following terms and conditions:
(a) No Duty to Enforce. ePigflow, as escrow agent, has no duty to enforce the performance of any action by any user that is related to the Escrowed Funds.
(b) Rules and Procedures The Escrow Account will be maintained using customary rules and procedures for such accounts and subject to any requirements or rules related to such account imposed by the depository institution providing such Escrow Account. ePigflow agrees to keep an accurate accounting of the balance of any user’s funds and provide such information to users upon request.
(c) Ownership of Escrowed Funds. Until distributed to a seller, all Escrowed Funds shall remain the property of the party that delivered such Escrowed Funds and shall at no times become the property of ePigflow.
(d) Delivery of Escrowed Funds. All Escrowed Funds shall be delivered to ePigflow using the payment methods provided as part of the Services, by wire, or as otherwise directed by ePigflow. The amount of the Escrowed Funds shall equal the full agreed value of the pigs without any discount (the “Escrowed Funds”). ePigflow shall transfer any funds not deposited directly into the Escrow Account into the Escrow Account within two (2) business days of receipt.
(e) Investment of Escrowed Funds. All Escrowed Funds shall be held in cash, though the cash may be held in an interest bearing account. All interest on any Escrowed Funds shall vest in ePigflow.
(f) Distributions Upon Completed Transactions. Upon both (A) the seller providing proof to ePigflow and the buyer that it shipped all of the agreed pigs and (B) agreement between the buyer and seller regarding the applicable discount sheet (or upon receiving a discount sheet determined by ePigflow’s dispute resolution procedure), ePigflow shall distribute the Escrowed Funds related to such transaction in the following manner:
(i) The final purchase price after application of the agreed upon discount schedule, less any fees and costs payable to ePigflow, plus any freight fees due to the seller from the buyer shall be distributed to the seller
(ii) The amount of any Fees and costs payable to ePigflow that are applicable to such transaction may be distributed directly to ePigflow and transferred to its operating accounts.
(iii) The remainder of the Escrowed Funds shall be distributed to the Buyer. In the event that there is a shortage of funds after deducting (i) and (ii) from the Escrowed Funds, the Buyer will be responsible to remit to ePigflow the shortage amount within five days of being notified of such amount.
(g) Distributions for Incomplete Transactions. If the conditions set forth in subsection (f) above are not met within thirty (30) days of the initial deposit of the Escrowed Funds, ePigflow may, in its sole discretion, (i) continue to hold such Escrowed Funds subject to the requirements of this Section, (ii) deposit the Escrowed Funds with the court as provided in subsection (k), or (iii) return the Escrowed Funds to the buyer so long as the seller has not delivered proof of shipping the pigs at the time of such distribution. Such distribution shall not constitute a waiver by seller of the right to receive such Escrowed Funds from buyer. ePigflow may also distribute the Escrowed Funds at any time if such distribution is approved in writing by both the buyer and seller.
(h) Discharge Upon Distribution. Upon the distribution of any particular Escrowed Funds pursuant to this Section, ePigflow shall be completely discharged of any further responsibilities related to such Escrowed Funds under this Section.
(i) Escrow Agent’s Duties. ePigflow’s sole duty as escrow agent, other than as herein specified, shall be to receive the Escrowed Funds and hold them subject to release in accordance herewith, and ePigflow shall be under no duty to determine whether any particular user is complying with any underlying obligations related to the transaction. ePigflow may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. ePigflow shall have no duty or liability to verify any such document, and its sole responsibility shall be to act as expressly set forth in this Section. ePigflow shall be under no obligation to institute or defend any action, suit or proceeding in connection with the Escrowed Funds unless first indemnified to its satisfaction. ePigflow may consult counsel regarding any question arising under this Section and ePigflow shall not be liable for any action taken or omitted in good faith upon advice of such counsel.
(j) Indemnification of ePigflow. Buyers and sellers, jointly and severally, indemnify and hold harmless ePigflow, its officers, directors and employees (“Indemnified Parties”) from and against any and all loss, liability, cost, damage and expense, including reasonable counsel fees, which any Indemnified Party may suffer or incur due to any action, claim or proceeding brought against ePigflow arising out of or related to its duties as escrow agent pursuant to this Section or any transaction to which this Section relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of an Indemnified Party. The foregoing indemnities shall survive the termination of this Agreement and the resignation or removal of ePigflow as escrow agent.
(k) Conflicting Demands. If in its sole, good faith judgment, ePigflow determines that it is confronted with conflicting demands with respect to the Escrowed Funds such that it risks incurring liability regardless of the action it takes or refrains from taking in connection with such demands, ePigflow may, at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. ePigflow is authorized, at its option, to deposit with the Court in which such interpleader action is filed all documents and funds held in escrow. ePigflow is further authorized to withhold from such deposit for its own account an amount sufficient to compensate itself for all costs, expenses, charges, and reasonable attorneys’ fees incurred by it due to the interpleader action. Upon initiating such action, ePigflow shall be fully discharged from all obligations and liability imposed by this Section.
Payment Assurance Services
(a) General. ePigflow offers the Payment Assurance Service to users that have entered into long-term contracts that are not required to use ePigflow’s payment process, but who are concerned about whether and when they will get paid after delivering their pigs. By using ePigflow’s Payment Assurance Service, users are provided transparency and comfort to the seller that funds are available before shipping their pigs and to the buyer that they will not pay until the pigs are actually delivered and a discount schedule agreed upon.
(b) Purchasing Payment Assurance. A seller may request the Payment Assurance Service by logging into the Site and entering the requested information regarding the particular sale/delivery. The seller must agree to ePigflow’s standard Payment Assurance Fee when signing up for the Payment Assurance Program. Such fees will be paid to ePigflow along with other costs pursuant to the Fees and Escrow sections of these TOU.
(c) What Payment Assurance Provides. By using the Payment Assurance Service, the buyer and seller are permitted to use the payment, escrow, and dispute resolution procedures, all subject to the terms and conditions set forth in these TOU and the Listing Rules.
(d) What Payment Assurance Does Not Provide. The Payment Assurance Service is not a guarantee by ePigflow of performance, delivery, or payment by either the buyer or the seller, and ePigflow does not accept or otherwise undertake any liability to either the buyer or seller for the breach of an agreement by the other party. The only protection provided by the Payment Assurance Service is the transparency available to each party related to the transaction process. The use of the Payment Assurance Services is subject to all limitations of liability and rules set forth herein.
ePigflow Fees
(a) Amount of Fees. In general, there are no fees or other charges that apply solely because you create a user account. ePigflow charges fees based on the number of pigs sold or other services contracted using the Services (the “Fees”). The current Fees are set forth on the listing rules for each service. You agree to pay the Fees applicable to the type of transaction you entered into using the Services in the manner set forth below.
(b) Refunds. The Fees payable to ePigflow are non-refundable, even if a dispute later arises between you and another user regarding a transaction for which a Fee was paid.
(c) Costs. Each user that sells any product and receives payment using a payment system available on the Site shall be responsible for the processing costs associated with such payment system (i.e. credit card fees, wire transfer costs or other bank charges). Seller and buyer shall also be responsible for the costs related to the use of any dispute resolution procedure provided by ePigflow related to sales of pigs using the Site. The costs of such dispute resolution shall be allocated between the buyer and seller based on how the determination of such dispute resolution procedure compares to the positions of the parties, in ePigflow’s sole discretion, exercised in good faith. Such costs shall be withheld from the payment at the time it is processed or may be invoiced to the party that owes such amount.
(d) Payment. If a transaction that generates a fee utilizes a payment system offered on the Site, ePigflow may collect its fee as part of the transaction and deliver the net payment to the seller. If a transaction that requires the payment of any Fees does not utilize a payment system available on the Site, ePigflow may charge any Fees to the seller in such transaction using a permitted payment method or invoice the seller for such Fees. Any invoice shall be payable within thirty (30) days, unless otherwise specified herein or in the listing rules for each service. Any amounts not paid by the due date shall bear interest at a rate of one and one-half percent (1.50%) per month.
(e) Currency. All payments made using ePigflow’s payment system, all Fees, and all other amounts are to be denominated and paid in United States Dollars.
Dispute Resolution Procedure

The following shall govern the use of the dispute resolution procedure required by the Listing Rules for the Payment Assurance Program:
(a) When Dispute Resolution Applies. The dispute resolution procedure set forth in this Section shall apply whenever all of the following conditions are met: (i) a buyer submitted a discount sheet which was rejected by the seller, and (ii) the seller submitted a revised discount sheet which was rejected by the buyer or was not responded to by the buyer within forty-eight (48) hours after the seller submitted the discount sheet, as provided in the Listing Rules. If these conditions are met, the buyer and seller irrevocably agree to the use of this dispute resolution procedure and irrevocably submit to the decision of the arbitrator, which shall be binding on the buyer and the seller.
(b) Arbitrators. If this dispute resolution procedure applies, ePigflow shall appoint a non-interested, third-party arbitrator to inspect the pigs that were delivered and draft his or her own discount sheet for such pigs. The discount sheet created by the arbitrator shall be binding on the buyer and the seller. ePigflow chooses arbitrators based on their experience in the pig industry. Arbitrators may include current or former pig producers, brokers, veterinarians, nutritionists or others familiar with pig production. ePigflow reserves the right to add or remove any arbitrators at any time. A current list of arbitrators can be made available to you upon request.
(c) Costs of Dispute Resolution. The costs of the arbitrator, including a standard fee, mileage, and similar charges, shall be allocated between the buyer and seller by ePigflow based upon the arbitrator’s final discount sheet compared to the proposed discount sheets of the parties, in ePigflow’s sole discretion, which you agree shall be binding on you.
Representations, Warranties, and Covenants of Users
(a) Only Permitted Uses. You agree that you will only use the Services in compliance with the License, for the Permitted Uses, and will not engage in any Prohibited Actions. You will promptly notify ePigflow of any unauthorized use of, or access to, the Site or the Services of which it becomes aware and will cooperate with ePigflow to prevent or minimize such misuse.
(b) Maintain Accurate User Information. You agree that the information provided to your user account is true, accurate, and complete, and agree that you will update such information to ensure that it is true and correct at all times.
(c) Compliance With Usage Guidelines. ePigflow may at various times issue conduct guidelines related to the use of the Services, the creation of Listings, or any other use of the Site. Such guidelines may include limitations on the number of active listings, the age of listings, the services that may be listed, and the like. You agree that you will comply with all such conduct guidelines that are provided by ePigflow, which may be found on the Site.
(d) Age; Authorized to Use. You represent that you are at least eighteen (18) years old and are able under applicable law to enter into contracts. If you are creating a user account for an entity, you represent and warrant that you are an authorized agent of such entity and have all necessary authority to agree to these TOU, create Listings, upload Content, and otherwise use the Services on behalf of such entity.
(e) Non-Circumvention. You agree that you will not negotiate for the purchase of any pigs that are included as part of a Listing through any means except through the use of the Services. You agree to notify ePigflow of any long-term agreement you enter into with another user that you connected with using the Services and to pay any associated Fees applicable to such long-term agreement. You agree to notify ePigflow of any agreements entered into for pig facilities with another user that you are connected with using the Services and to pay any associated Fees applicable to such transaction.
Representations, Warranties, and Covenants of ePigflow
(a) Support Services; Availability. ePigflow endeavors to provide a useful and enjoyable user experience, and attempts to provide FAQs and/or other support materials to ensure that you are able to effectively use the Services. However, the software used to provide the Services is constantly being updated and modified. Therefore, ePigflow provides the Services on an “as-is” basis and does not promise to provide any minimum level of service, uptime guaranty, or customer support to you or any other user related to the Services.
(b) Privacy. ePigflow has established a Privacy Policy to explain to users how their information is collected and used, which can be found on the Site at http://www.epigflow.com/privacy.php.
(c) Security. Except to the extent permitted by these TOU, ePigflow will attempt to maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Content from non-users. Except to the extent permitted by these TOU and the Privacy Policy or otherwise required to provide the Services contemplated thereby, expressly or by implication, ePigflow will not (i) modify Content or (ii) disclose Content except as compelled by law or as expressly permitted in writing by the user who owns such Content. However, ePigflow is unable to guarantee that a software glitch, hacker attack, or other circumstance will not cause an unauthorized disclosure or the destruction of Content. We will disclose Content if compelled by law to do so. User acknowledges and agrees that ePigflow shall not be liable for such unauthorized disclosures or destruction, or any disclosure compelled by law.
(d) Disclaimer of Warranties. YOU AGREE THAT USE OF THE ePIGFLOW SERVICES, SITE, AND LISTINGS IS ENTIRELY AT YOUR OWN RISK. THE EPIGFLOW SERVICES, SITE, AND LISTINGS ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ePIGFLOW DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE ePIGFLOW SERVICES, SITE, AND LISTINGS.
ePigflow’s Reserved Rights

Notwithstanding any other provision of these TOU to the contrary, ePigflow reserves all of the following rights.
(a) ePigflow shall not be required to post any Content and that ePigflow may refuse to post any Content for any reason whatsoever, in its sole and absolute discretion.
(b) ePigflow may refuse use of the Services to any person in ePigflow’s sole and absolute discretion.
(c) ePigflow has no obligation to accept, display, review, monitor, or maintain any Content you submit in any media or to continue any Listings. ePigflow has the right to remove Content without notice for any reason at any time. ePigflow may move, re-format, edit, alter, distort, remove or refuse to exploit Content without notice to you and without liability.
(d) The Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. ePigflow is not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's Content.
Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL EPIGFLOW BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF EPIGFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE EPIGFLOW SERVICES, SITE, OR LISTINGS, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE EPIGFLOW SITE OR THE LISTINGS, FROM INABILITY TO USE THE EPIGFLOW SERVICES, SITE, OR LISTINGS, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE EPIGFLOW SERVICES, SITE, OR LISTINGS. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Indemnity

You agree to indemnify and hold ePigflow, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of your use of the Services, the Site, the Listings, or any Content you submit, post or make available through the Services, your breach of these TOU, or your violation of any rights of another person.
Term and Termination

(a) Term. These TOU shall take effect upon your acceptance during the on-line registration process and shall remain effective until terminated pursuant to this section.
(b) Termination. These TOU may be terminated (i) by you deleting all Content you have uploaded using the Service and deactivating your user account, or (ii) by ePigflow delivering written notice to you at the email address provided during registration and deactivating your user account. Both parties have the right to terminate these TOU (and any access to the Services) at any time pursuant to this section in their sole and absolute discretion.
(c) Effect of Termination. Upon termination of these TOU, you shall have no right to continue to access or use the Services. The following sections shall survive the termination of these TOU: “Ownership of the Services”; “Content”; “Sales and Interactions Between Users”; “ePigflow Fees”; “Disclaimer of Warranties”; “Limitation of Liability”; “Indemnity”; “Effect of Termination”; “Arbitration, Governing Law, Class Actions”; and “Miscellaneous.”
Arbitration, Governing Law, Class Actions

(a) Election of Arbitration. Any dispute, claim, or controversy arising out of or relating to the TOU of the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Mason City, Iowa before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, which can be found at www.jamsadr.com. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(b) Applicable Law. The TOU and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Iowa, exclusive of conflict or choice of law rules. The parties acknowledge that these TOU evidence a transaction involving interstate commerce. Notwithstanding the foregoing with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
(c) No Class Actions. No class actions or similar process, and no joinder or consolidation of any claim with a claim of any other person or entity, shall be allowable in arbitration, without the written consent of both you and ePigflow. The arbitrator shall have no authority to entertain any claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration.
(d) Arbitration Binding. ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER YOU NOR ePIGFLOW WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION YOU AND EPIGFLOW WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS THAT YOU OR ePIGFLOW ELECT TO ARBITRATE.
Miscellaneous

(a) Merger; No Waiver; Severability. These TOU constitute the complete and exclusive terms between you and ePigflow and supersede any prior terms, either written or oral. If either ePigflow or you fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under these TOU shall not constitute the waiver of any subsequent breach or default. If any provision of these TOU is determined to be invalid or unenforceable, the remaining provisions of these TOU shall continue to be valid and enforceable. Headings and organization of the TOU are solely for convenience of the parties and do not constitute a part of the TOU for any other purpose.
(b) Force Majeure. ePigflow shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond ePigflow’ reasonable control.
(c) Assignment. Any assignment of these Terms by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of these Terms.
(d) Notices. Any notice provided pursuant to these TOU shall be in writing and delivered by email to epigflow@epigflow.com for ePigflow or the your email address provided during registration.
Last Date Modified: 5/10/2013