Last Updated: May 1, 2023
You must notify Phylos of shortages or obvious defects within five (5) business days of Seed receipt. Failure to provide this notice constitutes acceptance of the Seeds.
OUR RIGHT TO MODIFY OUR TERMS
We reserve the right to update these Terms from time to time in order to reflect changes to our practices or for other operational, legal or regulatory reasons. You should refer to this page regularly. The changes will be effective when we make the changes, and is reflected in the date posted at the top of this page. By possessing or using our Seeds, you are agreeing to and accept the changes.
PHYLOS INTELLECTUAL PROPERTY, UNAUTHORIZED ACTIVITIES
(a) All intellectual property in and to the Seeds belongs to Phylos. You acknowledge that the Seeds are the subject of domestic and international intellectual property protections, or applications thereof.
(b) Trademarks. You further acknowledge 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 our Terms or as otherwise previously approved in writing by Phylos.
(c) Prohibited Use. You agree not to propagate the Seeds for the purpose of reselling the propagated Seeds, and not to genetically analyze, research, breed, or hybridize the Seeds without the express, written permission from Phylos.
(d) No Patent License. This Agreement does not constitute a license under any patents, trademarks, or comparable rights that Phylos now has or may obtain.
WARRANTY DISCLAIMER, LIMITATION OF LIABILITY
(a) Warranties and Disclaimers. Phylos warrants that the Seeds will only conform to the 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 YOUR ABILITY TO USE THE SEEDS TO ACHIEVE ANY PARTICULAR RESULT. PHYLOS DISCLAIMS ANY LIABILITY AND YOU ASSUME ALL RISK RELATED TO THE USE OF THE SEEDS TO CREATE ANY DERIVATIVE PRODUCT. You further assume all risk related to laws of governmental action which may now or might hereafter affect or restrict possession of or 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. Plant characteristics (like height, yield, and potency) and crop performance are highly influenced by many controllable and uncontrollable factors, including the production system, grow environment, plant management, pathogens, pests, and other factors that may alter expected performance. Effect, taste, and aroma are subjective qualities and vary by individual. Data are for R&D purposes only. Testing values are from an in-house laboratory that is not ORELAP certified; state compliance testing may still be required. PHYLOS GIVES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, FOR PLANT CHARACTERISTICS OR 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 PLANT CHARACTERISTICS OR CROP PERFORMANCE.
(c) Limitation of Remedies and Liability. YOUR SOLE AND EXCLUSIVE REMEDY IN ANY CIRCUMSTANCE 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.
All claims arising out of or relating to these Terms or Materials shall be governed by, and construed and enforced in accordance with, the laws of the State of Oregon (without regard to conflict of law principles), and you and Phylos consent to personal jurisdiction and venues in those courts. Any dispute, controversy, or claim arising under, out of or relating to this agreement (and subsequent amendments thereof), its validity, binding effect, interpretation, performance, breach or termination, including tort claims, 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. You understand and agree that by accepting these Terms You waive the right to a jury trial or a trial before a judge in a public court. 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. You hereby waive any defense that federal law will invalidate these Terms. Any cause of action or claim you may have arising out of or relating to our Terms must be commenced within one year of the original action on which the dispute is based, otherwise such action is permanently barred and you hereby agree to waive the claim.
CLASS ACTION WAIVER
Except as otherwise provided in these Terms, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both You and We specifically agree to do so following initiation of the arbitration.
WAIVER AND SEVERABILITY
No waiver by Phylos of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Phylos to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms (other than a class action waiver clause above) is found to be illegal or unenforceable, that clause will not apply, but all enforceable provisions will remain valid. If the class action waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided through arbitration.
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.
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