Terms & Conditions

Welcome to PrairieGrit, operated by PrairieGrit, LLC (“PrairieGrit,” “we,” or “our”).
By using the website located at prairiegrit.com and the related mobile website (collectively, the “Websites”), you agree to be bound by these Terms of Use (this “Terms of Use” or “Agreement”), whether or not you register as a member of PrairieGrit (“Member”). If you wish to become a Member and/or make use of the service (the “Service”), please read this Agreement. If you object to anything in this Agreement or the PrairieGrit Privacy Policy, do not use the Service.

This Agreement is subject to change by PrairieGrit at any time, effective upon posting on the relevant website. Your continued use of the Websites and the Service following PrairieGrit’s posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Websites and the Service. This Agreement may be modified by PrairieGrit from time to time, such modifications to be effective upon posting by PrairieGrit on the Websites. By accessing and/or using the Websites or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.

  1. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
  2. Eligibility. You must be at least thirteen (13) years of age. By using the Websites, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
  3. Commercial Use of Service.
    1. If you are using the Service and/or accessing the Websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:
      1. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Use;
      2. You have read and understand this Terms of Use; and
      3. You agree to this Terms of Use on behalf of the Subscribing Entity.
    2.  Illegal and/or unauthorized uses of the Websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Websites in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Websites and Service is with the permission of PrairieGrit, which may be revoked at any time, for any reason, in PrairieGrit’s sole discretion.
  4. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify PrairieGrit of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. PrairieGrit will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your PrairieGrit account.
  5. Your Use of the Websites
    1. You may not browse or download illegal content.
    2. You must not copy or capture, or attempt to copy or capture, any content from the Websites (the “Content”) or any part of the Websites, unless given express permission by PrairieGrit.
    3. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except (i) where such Content is created by you (such content, “Your Content”), or (ii) as permitted under these Terms of Use, and within the parameters set by the person or entity that uploaded the Content (the “Uploader”) (for example, under the terms of Creative Commons licenses selected by the Uploader).
    4. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Websites’ offering.
    5. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
    6. You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Websites.
    7. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any Content appearing on the Websites (other than Your Content).
    8. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.
    9. You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
      1. any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in PrairieGrit’s sole and reasonable discretion;
      2. any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
      3. any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in PrairieGrit’s sole and reasonable opinion;
      4. any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Websites or servers or networks forming part of, or connected to, the Websites, or which does or might restrict or inhibit any other user’s use and enjoyment of the Websites; or
      5. any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
      6. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
      7. You must not rent, sell or lease access to the Websites, or any Content on the Websites.
      8. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
      9. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any PrairieGrit employee. If PrairieGrit feels that your behavior towards any of PrairieGrit’s employees is at any time threatening or offensive, PrairieGrit reserves the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
      10. You must not sell or transfer, or offer to sell or transfer, any PrairieGrit account to any third party without the prior written approval of PrairieGrit.
      11. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
      12. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by PrairieGrit or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of PrairieGrit’s servers, system or network or attempt to breach PrairieGrit’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking PrairieGrit’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of PrairieGrit under these Terms of Use, PrairieGrit reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.You agree to comply with the above conditions, and acknowledge and agree that PrairieGrit has the right, in its sole discretion, to terminate your account or take such other action as PrairieGrit sees fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.
  6. Membership and Subscription; Pricing. In order to access certain features and services, it may be necessary for you to make purchases on the Service. Please note that the billing and subscription policies that are disclosed to you are deemed part of this Agreement. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Websites and/or Service.
    1. PrairieGrit Fees:
      • Monthly Subscriptions (your card will be automatically charged each month for convenience)
        • $19.99 (1st month free) | 10 listings per month
        • $49.99 | 40 listings per month
        • $69.99 | 80 listings per month
        • $99.99 | 150 listings per month
        • $159.99 | 750 listings per month
        • $199.99 | unlimited listings per month
      • 3% PraireiGrit sale fee
        • Upon a sale, you will be charged 3% from the PrairieGrit Marketplace. This charge will be for the cost of the item and cost of shipping (if you use calculated shipping). 
      • 2.9% + .30 Paypal sale fee
        • This is for Paypal’s payment processing fee.
  7. Term. This Agreement will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership and/or subscription at any contacting us at PrairieGrit@gmail.com. If you resign or cancel your membership and/or subscription to PrairieGrit, to help PrairieGrit analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. PrairieGrit may terminate your membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to PrairieGrit. If PrairieGrit terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of PrairieGrit. PrairieGrit is not required to provide you notice prior to terminating your membership and/or subscription. PrairieGrit is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

PrairieGrit is a Marketplace; Limitation of Liability

PrairieGrit acts as a marketplace to connect buyers (the “Buyers”) with sellers (the “Sellers”) of (collectively, “Users”) of items that can be made for sale on the Service (the “Items”). You acknowledge and agree that PrairieGrit is not a party to any agreement between you and another User, and that we are not liable to you for any loss incurred as the result of a User’s acts or omissions, including without limitation failure to fulfill an order, failure to communicate, breach of contract, conversion, fraud, negligence, and intellectual property violations.

You acknowledge and agree that PrairieGrit does not necessarily have control over the quality, safety, morality or legality of any aspect of any User’s services, the truth or accuracy of any User statements, or the ability of Users to fulfill their obligations under an agreement with you. PrairieGrit cannot ensure that a User will actually complete a transaction or follow through on their promises.

8. PrairieGrit cannot guarantee the true identity, age, and nationality of a User. PrairieGrit encourages you to communicate directly with Users through the tools available on the Service.

Charges on Your Billing Account.

  1. General. PrairieGrit bills you through an online account (your “Billing Account”) for use of the Service. You agree to pay PrairieGrit all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize PrairieGrit to charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using that selected Payment Method. PrairieGrit reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
  2. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
  3. Payment Provider. By making a payment on the Service, you acknowledge and agree that PrairieGrit will transmit your payment information (the “Payment Information”) to a third-party payment service (the “Payment Platform”). By submitting your Payment Information to PrairieGrit, you are giving PrairieGrit permission to transmit the Payment Information to the Payment Platform, and you agree that the Payment Platform will process the payment on PrairieGrit’s behalf. You also give PrairieGrit information to store your Payment Information on its servers.
  4. PrairieGrit Fee. As a Seller, you agree that PrairieGrit will be entitled to a fee consisting of a percentage of the total sale price for an Item, which may be calculated to include shipping (the “PrairieGrit Fee”). PrairieGrit will notify you of the percentage before you sell any Items on the Service. Such fees will be taken directly out of the payment made by the Buyer before the payment is transferred to the Seller’s account. After the PrairieGrit Fee is deducted from the payment made by the Buyer, PrairieGrit will transfer the remaining payment (the “Remaining Payment”) to the Seller’s account.

The Remaining Payment will be deposited to the Seller’s Account within three (3) business days of shipment of the Item. For subsequent transactions, the Remaining Payment will be deposited to the Seller’s Account as soon as practicable following the transaction. In the event of technical or money transfer difficulties, it may take us longer than five (5) business days to transfer the Remaining Payment to the Seller’s account. If this is the case, we will make every reasonable attempt to notify you of the problem and provide you with periodic updates.

You acknowledge and agree that PrairieGrit will not be responsible for any damages arising from a security breach or other failure involving your Payment Information; PrairieGrit disclaims any liability for such failure to the fullest extent allowed by law. By submitting your Payment Information on the Service, you agree to the Payment Platform’s Terms of Use and any other applicable policies.

PrairieGrit currently uses PayPal as the Payment Platform; however, you acknowledge and agree that PrairieGrit may, in the future, use a different Payment Platform, and you grant PrairieGrit permission to transfer your Payment Information to such Payment Platforms. As a Seller, you acknowledge and agree that you are solely responsible for any PayPal processing fees. You acknowledge and agree that the Payment Platforms may encrypt your data using security technology such as socket layer technology (SSL).

10. Shipping; Shipping Costs and Taxes. If you elect to make a purchase, your total price will include the price of the product plus any applicable shipping costs. The shipping costs will depend on your shipping address and the weight of your package. Sellers are solely responsible for determining and charging any required sales tax. As a Seller, you acknowledge and agree that you will comply with all sales tax laws and regulations applicable to your jurisdiction. PrairieGrit explicitly disclaims all liability with regard to sales tax and/or any other required taxes or fees required for products sold on the Service.

11. Returns and Refunds. A Buyer may request to return an Item (a “Return”) and receive a refund within 3 days of receiving the item. Buyer must arrange a Return directly with Seller. Seller may accept or dispute (i.e., preliminarily reject) the Return. If Seller disputes the Return, the Buyer should reach out to PayPal and run the dispute through them. PayPal will protect all sales on this site. Once a Return has been ratified by either Seller or PrairieGrit, the buyer is responsible for getting a return label and shipping the item direclty to Seller. Once Seller has received the Item and confirms that the Item has not been damaged, Seller will issue Buyer a refund through the Service. You acknowledge and agree that PrairieGrit is unable to issue a refund directly, and in the event that a Seller does not issue a refund as required, PrairieGrit explicitly disclaims all liability with regard to such refund. In the case of a seller receiving the item back damaged, they should reach out to PayPal for facilitation. They are open round the clock to ensure a seamless transaction.

12. Modifications to Service. PrairieGrit reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that PrairieGrit shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. Blocking of IP Addresses. In order to protect the integrity of the Services, PrairieGrit reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites.

14. Content on PrairieGrit; Proprietary Rights.

PrairieGrit retains all proprietary rights in the Websites and the Service, including to any content uploaded by users; provided, however, that this shall not in any way limit or nullify Sections 16 or 17 of this Agreement (“Liability for Content” and “Copyright Policy,” respectively). The Websites contains the copyrighted material, trademarks, and other proprietary information of PrairieGrit, and its licensors. Except where PrairieGrit has given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on PrairieGrit is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of PrairieGrit and for PrairieGrit Members’ use only. Distribution of Content to others is strictly prohibited. You agree that PrairieGrit would be irreparably harmed by any violation or threatened violation of this section and that, therefore, PrairieGrit shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.

PrairieGrit may provide links to third party websites, and some of the content appearing on PrairieGrit may be supplied by third parties. PrairieGrit has no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of use and/or privacy policies, if any, of the applicable third party content providers.

15. Restrictions on Use of Materials

You acknowledge that PrairieGrit contains images, text, and other content (collectively, “Content”) that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and PrairieGrit owns a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Websites are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive PrairieGrit’s prior written consent.

16. Liability for Content

PrairieGrit and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Websites by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Websites. By using the Websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against PrairieGrit or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

17. Copyright Policy

PrairieGrit prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, if you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please contact us at PrairieGrit@gmail.com or PrairieGrit, Legal Department, 326 17th Ave NE Jamestown, ND 58401.

When contacting us, please make sure that you include the following information:

  • a statement that you have identified content on PrairieGrit that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
  • a description of the copyright work(s) that you claim have been infringed;
  • a description of the content that you claim is infringing and the PrairieGrit URL(s) where such content can be located;
  • your full name, address and telephone number, a valid email address on which you can be contacted, and your PrairieGrit user name if you have one;
  • a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. Section 512(c), please also include the following:

  • with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
  • your electronic or physical signature (which may be a scanned copy).

The foregoing process applies to copyright only. If you discover any content that you believe to be in violation of your trademark rights, please report this to us by email at PrairieGrit@gmail.com.

In all other cases, if you discover content that infringes any or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at PrairieGrit@gmail.com.

PrairieGrit will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

18. Repeat Infringers

PrairieGrit will suspend or terminate your access to the Websites if PrairieGrit determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Use.

If PrairieGrit receives a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if PrairieGrit believes that your behavior is inappropriate and violates this Terms of Use, PrairieGrit will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Websites terminated forthwith.

PrairieGrit will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by PrairieGrit at its sole discretion.

Please note that PrairieGrit does not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Use.

19. Limitation of Liability. In no event shall PrairieGrit be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in this Websites or in any written or oral communications from PrairieGrit or its employees or agents shall be construed to make any promise, covenant, , or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Websites and the services provided by employees of the Websites are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchant ability, fitness for a particular purpose, title and non-infringement. PrairieGrit makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL PRAIRIEGRIT, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF PRAIRIEGRIT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL PRAIRIEGRIT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF PRAIRIEGRIT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of PrairieGrit and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to PrairieGrit during the six months prior to notice to PrairieGrit of the dispute for which the remedy is sought.

20. Indemnity by You. You agree to indemnify and hold PrairieGrit, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to:

  1. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
  2. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Websites, and/or your making available thereof to other users of the Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;
  3. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of PrairieGrit.

21. Attorney Fees. In the event that PrairieGrit is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for PrairieGrit’s attorneys’ fees and costs.

22. Parental or Guardian Permission

Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 13 ARE NOT PERMITTED TO SUBSCRIBE TO PRAIRIEGRIT’S FEE-BASED SERVICES OR GIVE PRAIRIEGRIT THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.

23. Privacy. Use of the Websites and/or the Service is also governed by our Privacy Policy, located at [PRIVACY URL]

24. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of North Dakota, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of North Dakota, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of North Dakota with the same force and effect as if such service had been made within the State of North Dakota. You hereby agree to accept service of process for any action here under by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

25. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of North Dakota, County of Stutsman, or the United States District Court for the District of North Dakota. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunction relief shall be brought exclusively in the courts of the State of North Dakota, County of Stutsman, or the United States District Court for the District of North Dakota.

26. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

27. Availability Outside the U.S.

If you access PrairieGrit from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

28. Entire Agreement

This Agreement contains the entire agreement between you and PrairieGrit regarding the use of the Websites and/or the Service.

29. Severability; Waiver

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, PrairieGrit’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect PrairieGrit’s ability to enforce such term at any point in the future.

30. Headings

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Please contact us with any questions regarding this agreement. PrairieGrit is a trademark of PrairieGrit, LLC.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.