TERMS AND CONDITIONS OF USE
This website and any associated applications (collectively, the “Application”), was developed and is administered by Bayer Crop Science LP and its affiliates (“Bayer”, “we” or “us”). Access to, and use of, the Application, or any services or content provided through this Application (the “Service”), are subject to the following terms and conditions of use (the “Terms” or “Terms of Use”) and our privacy policy. Our Privacy Policy explains how we collect and use personal information and can be found HERE. By downloading, installing, and logging in to the Service, you (“you” or” user”) agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind the legal entity, in which case “you” and “your” shall refer to you and such entity.
1. Enrollment
a. Authorized Users only. To access or use the Service, (i) you must be a Bayer employee, or an authorized Third Party invited by Bayer to use the Service as an “External Tester” as part of a pre-commercial BETA Test of the Service (each an “Authorized User”); (ii) you must be at least 18 years of age (or the age of majority under the laws of where you reside); and (iii) you must agree to these Terms. If you are not an Authorized User, do not meet the age requirements, or do not agree to these Terms, you may not use the Application or the Service.
b. Login Credentials. You must provide accurate and complete information to register for an account to use the Service. Authorized Users may be assigned a user-name and password (“login credentials”). You may not share your login credentials with others, and you may not allow others to use the Service using your login credentials.
2. Scope of Service and Limited License
a. Scope. The Application and Service are based upon a generative AI large language model, which is being trained using Bayer proprietary agronomic information and other information available to Bayer. The Service provides relevant information in response to agronomic-related questions submitted by users.
b. Limited License. Subject to these Terms, Bayer grants you a limited, revocable, personal, non-exclusive, and non-transferrable right for you to access and use the Application, the Service and Service-generated content solely for the purpose of testing the Services pursuant to this Agreement. The Application and Service are licensed, not sold, to you. Bayer reserves all rights not expressly granted to you. We do not grant you any rights or licenses under any of our technology or intellectual property rights, except as expressly granted in these Terms of Use.
3. Accuracy of Service-generated content and restrictions on use.
a. Content generated by the Service is not reviewed or approved by Bayer and may not reflect Bayer’s views or opinions. Service generated content does not constitute an offer for distribution or sale of any Bayer products or services.
b. Service-generated content may be incorrect or inaccurate. Do not rely on the content as a sole source of truth or as being factually correct information, or as a substitute for professional advice. You should evaluate content for accuracy and appropriateness for your use case.
c. FIFRA Regulatory Compliance. Service-generated content may include incomplete or inaccurate information about labelled uses of pesticide products in your location. If Service-generated content refers to one or more registered pesticide products, review applicable product labels for referenced products and confirm that each product is registered and approved for your intended use in the location where you intend to use it. ALWAYS READ AND FOLLOW PESTICIDE LABEL DIRECTIONS. Not all pesticide products are registered for use in all states. Local use restrictions may apply. It is a violation of federal and state law to use any pesticide product other than in accordance with its labeling.
d. Additional use restrictions. You are not licensed to, and you agree not to:
i. copy, reprint, photograph, modify, display, reproduce, perform, translate, download, distribute, adapt, create derivative works from, broadcast, communicate to the public by telecommunication, circulate, or sell the Service generated content in any way, for any use, or provide it to any commercial source, including other websites or applications, without the prior written permission from Bayer;
ii. remove or obscure any legal notices, disclaimers, footnotes, copyright notices or other notices displayed on the Service-generated content;
iii. sell, lease, lend, license, export, reexport, otherwise transfer, distribute, re-distribute, copy, publicly perform or display, transmit or publish the Application or the Service, or assign, transfer or sublicense this agreement or the rights granted by us in this agreement without our prior written consent;
iv. copy, change, reuse, reverse engineer, decode or create derivative works from, the Application or any part of the Application, including the software incorporated into the Application, or assist others to do so;
v. use the Service to develop, evaluate, validate, or enhance any competing products or services or create any derivative works, without our prior express written consent;
vi. use the Service or Service-generated content to benchmark or otherwise compare the performance of the Service or other Bayer products or services to or against products or services of our competitors, for the purpose of developing or promoting competing products, without our prior express written consent; or
vii. use this Application to violate any applicable law or intellectual property rights or for any obscene, discriminatory, or immoral purpose, to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of anyone or to publish material that is false, defamatory, harassing or obscene and/or interfere, or attempt to interfere, with the proper working of this Application.
4. Bayer’s use of User prompts/questions, and User Feedback. Bayer may record prompts or questions you input into the Service and the Service-generated responses to your prompts and questions to improve the Service. You are encouraged to provide feedback to Bayer regarding the accuracy of all Service-generated content. If you submit feedback or suggestions about the Service, you grant us an irrevocable license to use your feedback or suggestions to improve the Service and we may use your feedback or suggestions without any obligation to you.
5. Miscellaneous
a. Additional Requirements for Apple App: Software apps made available through the Apple App Store are subject to your prior acceptance of Apple Inc.’s (“Apple”) Licensed Application End User License Agreement (see, https://www.apple.com/legal/internet-services/itunes/dev/stdeula (“Apple EULA”)), which are considered Additional Terms. In the event of any inconsistency between the terms of this agreement and the terms of the Apple EULA, the terms of the Apple EULA shall prevail. If you are using the Service through mobile application software on an Apple device, including any iPhone, iPod touch or iPad devices (“Apple App”), you further acknowledge and agree you may use the Apple App on any Apple device you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service. This agreement is between you and Bayer only, not with Apple, and Apple is not responsible for the Apple App or The Service Services. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App. In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Apple App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apple App. Bayer (and not Apple) is responsible for addressing any claims by you or any third party relating to the Apple App or your possession and/or use of the Apple App, including: (1) product liability claims; (2) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. In the event of a third party claim that the Apple App and/or your possession and use of the Apple App infringes that third party’s intellectual property rights, Bayer (and not Apple) is responsible for the investigation, defense, settlement and discharge of any such claim to the extent any such obligation exists. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary of this agreement solely with respect to this paragraph. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
b. Third Party Content and Services: The Service may enable access to and use of, third-party software, services, and/or websites, and when applicable, subject to those third parties’ terms and conditions (collectively and individually, "Third Party Services"). You agree to use the Third Party Services at your own risk. Bayer is not responsible for examining or evaluating the content or accuracy of any Third Party Services, and shall not be liable to you for any loss or injury arising out of or caused, in whole or in part, by your use of any such Third Party Services. Data displayed by the Service that originates from any Third Party Services (“Third Party Content”) is for general informational purposes only and is not guaranteed by Bayer. You agree not to use the Third Party Services or Third Party Content in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights any third party. You agree not to use the Third Party Services to harass, abuse, stalk, threaten or defame any person or entity, and that Bayer and the third party service provider are not responsible for any such use. Third Party Services and Third Party Content may not be available in all languages, and may not be appropriate or available for use in any particular location. To the extent you choose to use Third Party Services, you are solely responsible for compliance with all applicable laws. Bayer reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third Party Services at any time without notice or liability to you.
c. Commercial Items: The Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
d. Digital Millennium Copyright Act: We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. 512, as amended). We encourage you to read our Digital Millennium Copyright Act Policy at https://climate.com/legal/digital-millennium-copyright-act
e. Compliance with Law and Export Controls: You agree to use the Service strictly in accordance with all applicable laws. You may not use or otherwise export or re-export the Application or the Service or Service-generated content, except as authorized by Bayer and permitted by United States law. In particular, but without limitation, the Application or the Service or Service-generated content may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List or to anyone on any comparable list published by any EU/EEA or Swiss authorities if breaching the European Union Regulation (EC) No. 428/2009 and/or breaching the Swiss Goods Control Act (GCA) and comparable laws and regulations of other countries. By using the Service, you represent and warrant that you are not located in any such country or included on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. You will not request, from Bayer, information or documentation for the purpose of supporting, giving effect to, or complying with a boycott of any country in contravention of the laws or policies of the United States, including, but not limited to, the Arab League boycott of Israel. Bayer expressly rejects any such request and will report receipt of any such made requests to the relevant U.S. government office, as required by law.
f. Governing Law: This Agreement and all conduct, disputes and causes of action arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Missouri and the laws of the United States applicable therein (without regard to rules regarding conflicts of laws, which shall be disregarded in their entirety). The Uniform Computer Information Transactions Act and the UN Convention on Contracts for the International Sale of Goods are explicitly disclaimed.
g. Term and termination. This agreement is effective until terminated by you or Bayer. Either you or Bayer may terminate this agreement at any time with or without cause by giving notice to the other party. Your rights under this agreement will terminate automatically if you fail to comply with any of its terms. If this agreement is terminated, obligations of the parties under this Agreement which, by their nature, would continue beyond the termination, cancellation, suspension, or expiration of this Agreement shall survive termination, cancellation, suspension, or expiration of this Agreement.
h. Force Majeure: Except for payment obligations, neither you nor Bayer will be in breach of this Agreement or responsible for damages caused by delay or failure to perform any of its obligations under this Agreement due to circumstances beyond the control of the claiming party.
i. Binding Arbitration for Certain U.S. Claims: NOTICE: THIS AGREEMENT LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE AND REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS. If (a) you are a U.S. citizen; (b) you reside in the U.S.; (c) you are accessing the Service from the U.S., then you and Bayer agree that every claim, action or dispute made or asserted by you against Bayer or its Affiliates arising out of or related to this Agreement (each a “Claim”) must be resolved by binding arbitration. The foregoing requirement to arbitrate specifically excludes any Claim involving the infringement, validity, or enforceability of a patent or that otherwise arises under the U.S. patent laws. As a condition precedent to asserting any Claim, you must provide notice to Bayer by sending a written notice to us as set forth below. After you provide that notice, you may request in writing that the parties engage in good faith negotiations, which the parties will undertake within 30 days after Bayer’s receipt of the request. In the event that a claim is not resolved within the 30 days, or after 30 days following your service of notice of a Claim if you do not request negotiations, any party may initiate arbitration pursuant to the provisions of the Federal Arbitration Act, 9 U.S.C. Sec 1 et seq. and administered under the Commercial Dispute Resolution Procedures established by the Internal Institute for Conflict Prevention and Resolution (the “CPR”). YOU MAY ONLY BRING A CLAIM IN ARBITRATION IN YOUR INDIVIDUAL CAPACITY AND WAIVE ANY RIGHT TO DO SO AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OR PUTATIVE CLASS. The arbitration hearing shall be conducted in the capital city of the state of your residence or in any other place as the parties decide by mutual agreement. You and Bayer shall each pay one half of the CPR filing fee and one half of CPR’s administrative and arbitrator fees as those fees are incurred. The arbitrator(s) shall have the power to apportion the ultimate responsibility for all CPR fees in the final award. The arbitration proceedings and results are to remain confidential and are not to be disclosed without the written agreement of all parties, except to the extent necessary to effectuate the decision or award or as otherwise required by law.
j. No Class Actions: YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BAYER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND BAYER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
k. Limited Warranties and Disclaimers: We do not promise that your use of the Service will be uninterrupted or that the Service will meet your requirements, be accurate or be error-free. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND ANY SERVICE-GENERATED CONTENT IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AND SERVICE-GENERATED CONTENT PROVIDED BY BAYER OR ITS AFFILIATES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BAYER AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND SERVICE-GENERATED CONTENT, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BAYER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
l. Limitation of Liability and Indemnity: Use of the Service and Service-Generated content is at your sole risk. In no event shall Bayer’s total liability to you for any damages (other than as may be required by applicable law in cases involving personal injury) in excess of the amount you actually paid to Bayer for such Service services during the 12 months prior to the date on which the relevant claim arises. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. You agree to indemnify, defend, and hold harmless Bayer and its Affiliates, and each of their respective employees, officers, directors, shareholders, agents, successors, licensors and subcontractors, from and against any claim, liability, damage, loss, or expense, including reasonable attorneys’ fees, arising out of or connected with: i) your use of, the Service or Service-Generated content; ii) your violation of any portion of this Agreement; and iii) any dispute or issue between you and any third party. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAYER, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
m. Notices: Notices by either Party in connection with the Service may be provided by electronic or physical mail. The receiving party will be deemed to have received such notice upon delivery or transmission or, in the case of mail, 48 hours after mailing. By installing, downloading, activating or using the Service, you expressly consent and agree that all notices, including without limitation all commercial communications by either Party in connection with the Service and this Agreement, may be provided electronically to your primary e-mail address provided by you to Bayer. It is your responsibility to keep your email Information up to date so that we can communicate with you electronically. For users in the U.S., any legal notice required to be given to Bayer must be sent to: Bayer Crop Science LP, 800 North Lindbergh Boulevard, St Louis, Missouri, 63167 or by e-mail to: legal@bayer.com.
n. Amendments: Bayer may modify this Agreement at any time. Any changes to the Terms of Service will become effective when we post them on this website. The amended Terms of Use will also appear when you log into the Service. Your use of the Service following these changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service immediately.
o. Assignment: You may not assign or transfer this Agreement or any rights or obligations under it (by assignment, operation of law or otherwise) without the prior written approval of Bayer. Any attempted assignment or transfer of this Agreement to any person shall be deemed to be void ab initio and of no force or effect. Any breach of this provision shall constitute a material breach of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns.
p. Entire Agreement: This Agreement constitutes the entire agreement between the parties. Headings are for convenience only. This Agreement does not create an association, partnership, joint venture, trust, agency or other relationship between the parties. This Agreement is non-exclusive. No waiver by either party of any breach by the other party of any of the terms of this Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different provision of this Agreement. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of this Agreement will remain in full force and effect.