Seed Use Terms & Conditions

These Seed Use Terms and Conditions (“Terms”) constitute a legal contract between You ("You" or"Your") and Phylos Bioscience Inc. (“Phylos” or “Us” or “Our” or “We”) and apply if you order, acquire, or possess our seeds (“Seeds”) through any method; by taking any of these actions, YOU AGREE TO AND ACCEPT THESE TERMS. If you purchase or acquire Seeds from Us or our distributors on behalf of a legal entity (even if the Seeds were provided without charge), YOU AGREE THAT YOU ARE AUTHORIZED TO AGREE TO AND ACCEPT THESE TERMS ON BEHALF OF THE ENTITY. Please read them carefully. 

SEED COMPLIANCE

All Seeds qualify under the 2018 US Farm Bill as hemp, with a total delta-9 THC concentration of not more than 0.3 percent. Phylos does not represent that the Seeds are compliant or legal to possess in any jurisdiction. You acknowledge that there may be jurisdictions that do not permit import/export or possession of the Seeds, or other restrictions, and accept full responsibility for ensuring that you can legally acquire, possess, or use the Seeds.

PURCHASING TERMS

• Order Acceptance. We maintain the right to reasonably accept or reject any individual order; if We are unable to fulfill or rejects an order, We will notify You as soon as reasonably possible and work with You to find a mutually satisfactory resolution.
• Seed Acceptance. 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.
• Shipping and Delivery. We will endeavor to provide shipping tracking for every order; once shipped, delivery dates are outside of Our control.  
• Special Handling Fees. We reserve the right to charge a reasonable restocking fee for a change or cancellation of an accepted order and orders that require special or expedited shipping or handling.

PHYLOS INTELLECTUAL PROPERTY, PROHIBITED ACTIVITIES

(a) Intellectual Property. Phylos has developed and/or owns certain plant varieties (the "Genetics"). All seeds, plants, and other plant material relating to the Genetics fall within the definition of Genetics, including but not limited to Seeds and all genetic material capable of further propagation that is descended or derived from the material relating to the Genetics, and all hybrid lines that are derived and/or developed from the Genetics. Phylos has also developed and/or owns certain proprietary technologies that are useful in its business, which may include, but are not limited to genetic markers, genetic assays, data, analyses, methods of use, methods for cultivation, propagation, testing, research, breeding, or other processes, other technologies, or combination of technologies (collectively the “Technology”). All ownership rights and intellectual property in and to the Genetics and/or Technology belongs to Phylos. The Genetics and Technology are the subject of domestic and international intellectual property protections, or applications thereof. 

(b) Prohibited Use. Phylos maintains genetic fingerprints of the Genetics it owns and commercializes. Without express, written permission from Phylos: You agree to only use and/or propagate the Seeds for the purpose of using or selling the mature plant material resulting from the Seeds, or products created from the mature plant material, and for no other purpose whatsoever, including resale and/or using any plant tissue capable of reproduction derived from the Genetics, such as cuttings, tissue, or pollen, for further propagation for any purpose, including, but not limited to, seed multiplication, tissue culture, cloning, creation of new hybrid lines, breeding or inbreeding, or production of seed. You agree not to sell, transfer, exchange, lease, donate or otherwise make available to any third party any of Phylos' Technology. You agree not to conduct research of any kind on the Technology and/or Seeds or on a crop produced from the Seeds other than to make agronomic comparisons and conduct crop performance testing for your own use, or to provide data to Phylos, including conducting any research or molecular characterization, including in the broadest sense possible: genetic profiling, sequencing, analyzing molecular species, isolating molecular species, subjecting to molecular marker analysis, genotyping, DNA fingerprinting, reverse genetic engineering, and/or use of double-haploid technology, or generation of herbicide registration data. You agree that Phylos has the right to analyze, license, publish, or otherwise use any data You share with Us for lawful purposes, including research, development, marketing, and product improvement.

(c) Retention of Licensing Rights. This Agreement and/or your possession of the Seeds do not constitute or grant a license under any patents, plant variety protection, trademarks, trade secrets, copyrights, or any other comparable rights that Phylos now has or may obtain, except, and only to the extent necessary, for You to carry out the permitted use described in this Agreement.

(d) Trademarks. All trademarks, trade dress, and trade names used by Phylos in connection with the Seeds or Technology, whether or not registered, are the sole property of Phylos, and may not be used except as expressly approved in writing by Phylos.

INDEMNIFICATION

You agree to be liable for all damages resulting directly or indirectly from any breach or non-fulfillment by You of these Terms. You agree to indemnify, defend and hold harmless Phylos, and its officers, directors, owners, employees, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of a breach by You of these Terms, or any claim by you or your customers for any injury, return, recall, or product liability related to your use of the Seeds. You agree to cooperate fully and reasonably in the defense of any such claim. Phylos reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You are not required to indemnify Phylos for any action arising out of Pylos’ sole gross negligence or willful misconduct.

REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

(a) Representations and Warranty. To the extent permitted by state and federal seed laws, THE SEEDS ARE SOLD AS-IS. Phylos only represents that it is the rightful owner of the Genetics, and that a representative sample of Seeds will substantially conform to its description, except that this warranty will not apply to any nonconformities that result, in whole or in part, from actions of any party other than Phylos or its suppliers. You acknowledge that the performance of agricultural crops is subject to the uncertainties of nature and factors beyond Our control that can adversely impact the traits, quality, and volume of the harvested crop. All representations and other information are based on our observations and/or information from other sources under defined conditions. 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 MAKES NO WARRANTY RELATING TO THE FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR GROWING ENVIRONMENT, OR YOUR ABILITY TO USE THE SEEDS TO ACHIEVE ANY PARTICULAR RESULT.  PHYLOS MAKES NO WARRANTY, EXPRESS OR IMPLIED, FOR CROP PERFORMANCE, AND HAS NO LIABILITY WHATSOEVER FOR FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL LOSS THAT MAY ARISE FROM ANY CAUSE RELATING TO PLANT CHARACTERISTICS OR CROP PERFORMANCE. YOU ASSUME ALL RISK RELATED TO THE CULTIVATION 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) Limitation of Liability. Subject to the provisions herein, the Parties shall assume and be liable for their own losses, except for such losses that are the result of a breach of these terms. YOUR SOLE AND EXCLUSIVE REMEDY REGARDLESS OF THE 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 SEEDS.

DISPUTES

This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Oregon, USA, without regard to conflicts of law principles. 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. 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. The Parties hereby waive any defense that federal law will invalidate this Agreement.

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

Any provision of these Terms may be waived by Phylos in its sole discretion. The failure of Phylos to enforce any provision of this Agreement will not be construed as a continued waiver of the provision, nor a consent for You not to comply with the provision, nor affect Our right to enforce the provision in the future. If a Term is held invalid, illegal, or unenforceable in any jurisdiction, then, (a) it shall be deemed modified to the extent necessary to make it enforceable in that jurisdiction until we modify the Term to make it enforceable, and (b) the affected Term shall remain in effect in all other jurisdictions, and (c) all other provisions shall remain in effect.

RELATIONSHIP OF THE PARTIES

Nothing in this Agreement makes either party a partner, agent, employee, joint venturer, dealer or franchisee of the other party.

OUR RIGHT TO MODIFY OUR TERMS

We have the right to update these Terms at any time; any applicable purchases or activities related to the Seeds will be governed by the terms and conditions then in effect.