Seed Use Terms & Conditions
Last Updated: November 1, 2019
These terms and conditions (“Terms”) set forth the relationship between between Phylos Bioscience, Inc. (“Phylos”) and any individual or individuals (“Farmer”) who uses seeds sold by Phylos. By opening and using any bag of seeds labeled by Phylos (“Seeds”) that references this webpage, Farmer agrees to these Terms.
(a) Acceptance. Farmer must notify Phylos of any shortages or obvious defects within fifteen (15) business days of receipt of Seeds. Failure to so notify Phylos, or failure to notify a distributor is under contract with Phylos to distribute the Seeds and who provided the Seeds to Farmer, constitutes acceptance of the Seeds.
2. Warranties, Limitation of Liability.
(a) Warranties and Disclaimers. Phylos warrants that the Seeds will only conform to its description provided on the bag labeled by Phylos, which is void if the Seeds are treated or repackaged by any party other than Phylos. TO THE EXTENT PERMITTED BY STATE AND FEDERAL SEED LAWS, ALL SEEDS SOLD BY PHYLOS ARE SOLD AS-IS. PHYLOS MAKES NO WARRANTY RELATING TO THE FITNESS OF THE SEEDS FOR ANY PARTICULAR PURPOSE OR FARMER’S ABILITY TO USE THE SEEDS TO ACHIEVE ANY PARTICULAR RESULT. PHYLOS DISCLAIMS ANY LIABILITY AND FARMER ASSUMES ALL RISK RELATED TO THE USE OF THE SEEDS TO CREATE ANY DERIVATIVE PRODUCT. Farmer assumes all risk related to laws of governmental action which may now or might hereafter affect or restrict use of the Seeds.
(b) Performance Warranty and Disclaimers. Any representations and other information are based on our observations and/or information from other sources under defined conditions. Crop performance depends on, and can be affected by, the interaction between the genetic potential of the Seeds, its physiological characteristics, the production system, the environment, pathogens, pests, management, and other uncontrollable factors that may alter expected performance. PHYLOS GIVES NO WARRANTY, EXPRESS OR IMPLIED, FOR CROP PERFORMANCE RELATIVE TO THE INFORMATION GIVEN; NOR DOES PHYLOS ACCEPT ANY LIABILITY FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL LOSS THAT MAY ARISE FROM ANY CAUSE RELATING TO CROP PERFORMANCE.
(c) Limitation of Remedies and Liability. FARMER'S SOLE AND EXCLUSIVE REMEDY WILL BE REFUND OR REPLACEMENT OF SEEDS. IN NO EVENT WILL PHYLOS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF PHYLOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE FOREGOING LIMITATION WILL BE FOUND INAPPLICABLE FOR ANY REASON, PHYLOS' LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PRICE PAID FOR THE DEFECTIVE SEEDS.
3. Regulatory Compliance.
Farmer will comply with all applicable laws, regulations and ordinances, and will maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to perform its obligations and rights under these Terms.
4. Rights in Seeds, Patents & Trademarks.
(a) Generally. Farmer acknowledges that the Seeds may be protected, or having pending applications, under one or more of the following: Utility Patents, United States Plant Patents, and/or Plant Variety Protection Certification. Farmer further acknowledges that all trademarks, trade dress, and trade names used by Phylos in connection with the Seeds are the sole property of Phylos, which shall not be used except as expressly permitted under these Terms or as otherwise previously approved in writing by Phylos.
(b) No Resale. Farmer agrees not to propagate the Seeds for the purpose of selling the propagated Seeds, not to breed the Seeds, and not to resell or transfer the Seeds to any other person or entity.
(c) No Patent License. This Agreement does not constitute a license under any patents, trademarks, or comparable rights that Phylos now has or may obtain.
5. General Provisions.
(a) Version of Terms. These terms set forth herein are the most current version of the Terms. Phylos may unilaterally amend the Terms on this site from time to time without notice
(b) Severability. If any part or parts of these Terms shall be held unenforceable for any reason, the remainder of these Terms shall continue in full force and effect.
(c) Indemnification. Farmer agrees to be liable for all damages resulting directly or indirectly from any breach or non-fulfillment by Farmer of these Terms. Farmer will defend, indemnify, and hold Phylos and its officers, directors, agents, and employees harmless from any claims, demands, loss, damage, liability, or expense, including attorney fees and costs (however incurred, including those incurred at trial, on appeal, and on any petition for review) arising out of any breach of these Terms, including but not limited to the Farmer’s loss of licensure. Farmer shall not be required to indemnify Phylos arising out of Pylos’ sole negligence or willful misconduct.
(d) Governing Law. These Terms shall be construed in accordance with, and governed in all respects by, the laws of the State of Oregon, without regard to conflicts of law principles. Any dispute, controversy, or claim arising under, out of or relating to these Terms shall be finally determined by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as in force at the time when the arbitration is initiated. The place of arbitration shall be Multnomah County, Oregon. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Farmer hereby waives any defense that federal law will invalidate these Terms.
(e) Relationship of the Parties. The relationship between the Parties is that of independent contractors, and nothing contained in these Terms shall make either party a partner, agent, employee, joint venturer, dealer or franchisee of the other party.