Legal

TERMS AND CONDITIONS OF USE

By accessing this website (collectively with all subpages and successor pages, the “Website”) or using any of the material, information and content published by Ceres on the Website (the “Website Content”), you acknowledge and agree to be contractually bound by the terms and conditions set forth below (the “Terms and Conditions”), whether or not you have read them. If you do not agree to these Terms and Conditions, please discontinue accessing and using the Website immediately.

Ceres Global Ag Corp. (“Ceres” or the “Corporation”) reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time without further notice and you agree to be bound by such modifications, alterations or updates, which shall be effective immediately upon being posted on the Website.  For this reason, the Corporation encourages you to review these Terms and Conditions each time you access or use the Website. Your continued use of the Website will indicate your acceptance of such modified Terms and Conditions.

Use of the Website and Website Content

The Website is provided for your personal non-commercial use and you may not copy for commercial use any of the Website Content. The Corporation hereby grants to you a limited, personal, non-transferable license to use and/or download one copy of the Website Content solely for personal non-commercial use, provided that:

Such limited license is revocable by Ceres at any time and at Ceres’ sole option. The Corporation reserves the right to restrict your use of this Website at any time, which may include terminating your permission to make personal copies of any of the Website Content.

You will use the Website solely for lawful purposes and in compliance with all applicable laws. You will not use the Website for illegal purposes or intentionally interfere with or damage operation of the Website or any other users’ enjoyment of it, by any means, including uploading or otherwise disseminating viruses, spyware, worms or other malicious code or file with contaminating or destructive features.

Currency and Accuracy of Information

The Corporation uses commercially reasonable efforts to ensure that the material contained on the Website is current and accurate at the time of publication, but you expressly agree that use of the Website is at your sole risk and that it is your responsibility to evaluate the accuracy, completeness and usefulness of all information provided through the Website.

The information on this Website may contain typographical errors or inaccuracies and may not be complete or current. Ceres reserves the right to correct any errors, inaccuracies or omissions and to change or update information and material at any time without prior notice.

Except to the extent prohibited by law, the Website is provided on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind, whether expressed or implied, and including without limitation implied representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, durability, availability, timeliness, accuracy, reliability or completeness, all of which are hereby disclaimed by Ceres to the fullest extent permitted by applicable law.

No Advice, Offer or Solicitation

The information provided on this Website is provided as a service to the public and the Corporation’s shareholders and is intended for general informational purposes only. Information on the Website is not intended to provide legal, accounting, investment, financial or tax or other professional advice, and should not be relied upon in that regard.

The information provided on this Website does not in any way constitute an offer or a solicitation of an offer for the purchase or sale of any share or other securities of Ceres in any jurisdiction. The information on this Website is not intended to modify, qualify, supplement or amend information disclosed under corporate or securities legislation of any jurisdiction and should not be used for purposes of making investment decisions concerning the securities of Ceres. Please refer to the official versions of the Corporation’s securities law disclosure documents at www.sedar.com.

Forward-looking Information

Some of the information and materials made available on this Website includes forward-looking information within the meaning of applicable securities laws in Canada. The purpose of the forward-looking information is to provide management’s expectations regarding the Corporation’s future growth, results of operations, performance, business prospects and opportunities, and it may not be appropriate for other purposes. The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information on the Website reflects management’s beliefs as of the date set out therein, based on information available to management at the time such statement was made. The inclusion of such forward-looking information on the Website does not represent or create any implication that there has been no change in the affairs of the Corporation since the date set out therein, nor does it create any obligation of the Corporation to update or revise the forward-looking information to reflect new events or circumstances.

Forward-looking information involves significant known and unknown risks, uncertainties and assumptions. A number of factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking information. For additional information with respect to the Corporation’s risk factors, reference should be made to the Corporation’s continuous disclosure materials filed from time to time with Canadian securities regulatory. All forward-looking information on the Website is qualified in its entirety by the above cautionary statements and, except as required by law, the Corporation undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.

Intellectual Property

The Website Content is protected by applicable copyright and trademark laws. Unauthorized use or exploitation of the Website Content is strictly prohibited, including without limitation, unauthorized downloading, retransmission, storage in any medium, copying, redistribution, reproduction, or republication of the Website, or any part thereof, for any purpose.

All trademarks and registered trademarks referred to or reproduced on this Website are the property of the Corporation, its related companies or other third parties. You are not permitted to use the trademarks displayed on this Website without the prior written consent of the Corporation or any such third parties that may own the trademarks.

All of the Website Content is owned by the Corporation and is protected by domestic and international copyright laws. Except as specifically permitted herein, no portion of the Website Content may be reproduced in any form or by any means without the prior written consent from the Corporation.

Links to Third-Party Websites

Links to other websites are provided for your convenience only. Ceres does not control such other websites and is not responsible or liable in any way for their content. The Corporation’s inclusion of links to such other websites should not be taken as its endorsement or approval of such other websites, their content, the third parties named therein, or their products and services, nor is any liability assumed for incompatibility, non-suitability, viral infection or other destructive and/or disruptive components on or from such other websites. It is your responsibility to ensure that you review and agree to the terms and conditions applicable to such website before using it.

Links to the Website without the express written permission of the Corporation are strictly prohibited. To request permission, please contact Ceres Global Ag Corp. at the number provided in this Website. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any method is strictly prohibited.

Limitation of Liability

To the fullest extent permitted by applicable laws, none of Ceres, Ceres’ subsidiaries or affiliates, or their respective employees, officers or directors will under any circumstances be liable to you or any other person in any way for (i) any claims in contract, tort (including negligence), civil liability or otherwise for any loss or damages (whether direct, indirect, special, economic, incidental, consequential, punitive or exemplary, including without limitation loss of revenue, data, anticipated profits or lost business) in respect of use of, or inability to use, or any reliance on, the Website, any of the Website Content or any third-party linked websites (including without limitation any inaccuracies or viruses), or any web browser or other equipment or as a result of any unauthorized access to the Website or any data breach involving the Website; or (ii) any claim attributable to errors, omissions, or other inaccuracies in the Website and/or materials or information downloaded through the Website. In the event that a court of competent jurisdiction finds that the above limitation does not apply to you, the Corporation’s liability will be limited to the greatest extent permitted by law.

Without limiting the generality of the foregoing, if you are dissatisfied with any portion of the Website or with and of these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Website.

Indemnity

By accessing the Website, you agree to defend, indemnify, protect and hold harmless Ceres, Ceres’ subsidiaries or affiliates, and their respective directors, officers and employees from and against any and all actions, proceedings, costs, claims, liabilities, damages and expenses (including reasonable legal fees) arising from or in connection with a breach of these Terms and Conditions or the use or misuse of the Website.

Applicable Law

This Website originates in Canada and shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions. All disputes, proceedings or claims arising out of or in connection with this Website shall be subject to the exclusive jurisdiction of the courts of the province of Ontario and you hereby submit to such exclusive jurisdiction with respect to such matters.

You agree to comply with all applicable laws and regulations in your access and use of the Website, including the laws of the country in which you reside. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws. Any cause of action or claim you may have with respect to the Website must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms and Conditions. Ceres may assign its rights and duties under these Terms and Conditions to any party at any time without notice to you.

Miscellaneous

No consent or waiver by either party to, or of any breach or default by, the other party in its performance of its obligations under these Terms and Conditions will be deemed or construed to be a consent to, or a waiver of, a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing.

If any provision of these Terms and Conditions or part thereof is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision or part thereof shall be deemed to be severed from the rest of these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.