Syngenta Corporation and its affiliates in the United States and Canada (collectively, "Syngenta") provide the linked website (this "Site") subject to the terms and conditions of this User Agreement (this "Agreement").
Your acceptance of these terms and conditions
Please take a few minutes to carefully review these terms and conditions. By accessing and using this Site you agree to follow and be bound by these terms and conditions. If you do not agree to follow and be bound by these terms and conditions, you may not access, use or download materials from this Site.
These terms and conditions may change
Syngenta reserves the right to update or modify these terms and conditions at any time without prior notice. Syngenta will do so by posting an updated or modified version of these terms and conditions on this Site. Your use of this Site following any such change constitutes your agreement to follow and be bound by the revised terms and conditions. For this reason, we encourage you to review these terms and conditions every time you use this Site.
Syngenta is committed to respecting the personal privacy of the individuals who use this Site. The privacy statement posted on this site: https://accounts.cropwise.com/app/legaldocs/US describes Syngenta's current policies and practices with regard to the personal information collected by Syngenta through this Site.
The privacy statement is part of these terms and conditions. When you agree to be bound by these terms and conditions, you are consenting to the collection, use and disclosure of your personal information in accordance with the privacy statement on this Site. Please take a few minutes to review this.
You are either:
We do not offer our Products to consumers, and so by using them and accepting these Terms & Conditions, you agree that you are a business user, acting on behalf of your business which is either a company, a sole trader, or any other form of business entity (your “Business”);
Unless the context otherwise requires, in this Agreement, “you” and “your” means both the person (user) who has set up an Account to use the Products and the Business on behalf of which the Account has been set up.
The user who first creates an Account on behalf of a Business will be the “Master User”. If you are the Master User, you must be an authorized representative of your Business, with the authority to bind your Business to this Agreement.
The Master User may add another user (a “Secondary User”) to their Account, in two ways:
by sharing access to the data in the Master User's Account with a Secondary User of the Product; and/or
by creating Secondary Users who are representatives of the Master User's Business who are authorized to perform specific tasks through the Product.
If you are a Secondary User, you should be aware that the Master User may limit or otherwise restrict your ability to use the data in the Master User's Account.
Irrespective of whether you are a Master User or Secondary User, you must comply with the terms of this Agreement.
Where you are an Advisor, you also undertake to ensure that, to the extent relevant, your End Customers comply with this Agreement.
Usernames, passwords, and security
Any username and password for this Site provided to you, or chosen by you, are for the use of you personally and may not be used by anyone else (including other employees or agents of your company). You and your company are entirely responsible for maintaining the confidentiality of your username and password. Furthermore, you and your company are entirely responsible for all activities that occur on this site using your username and password, whether or not the activities or the use of your password was authorized by you or your company. You or your company must notify Syngenta immediately of any known or suspected unauthorized use of your username and password or any other breach of security.
Updating user information
You or your company must notify Syngenta promptly if any of the information that you provided as part of any registration process (the "user information") changes, or if you or your company becomes aware that any of the user information is inaccurate or incomplete.
Notwithstanding your or your company's obligation to provide Syngenta with updated user information, Syngenta has the right to rely on the user information that you or your company previously provided until such time as you or your company has provided Syngenta with updated user information. You and your company further agree that Syngenta may provide notices related to these terms and conditions or to this Site by e-mail using the latest e-mail address you or your company has supplied to Syngenta.
If you cease to be an employee or authorized agent of your company or cease to be authorized by your company to use this Site, then your company must promptly notify Syngenta, and you are no longer authorized to use this Site.
As between you and your company and Syngenta, Syngenta shall have sole and exclusive ownership of all right, title, and interest in and to this Site and Product, including, without limitation, the design, features, functionality, navigation, content, and "look and feel" of this Site and Product, and all data collected through this Site and Product, including, without limitation, all intellectual property rights associated therewith, such as all copyrights, patents, trademarks, trade secrets, and know-how.
The Products use Your Inputs (as defined below) and process these, including through the use of extrapolation, combination with data and insights from other sources, and the use of algorithms and statistical models developed by Syngenta, in order to produce the Outputs.
The Outputs are intended to be used to support and inform agronomic decisions taken independently by you, or, where you are an Advisor, by you and your End Customers. The Products, including the Outputs, should not be used for any other purpose. In particular, you undertake not to use the Products (and the capturing of GPS or other location data enabled by the Products) for the purposes of monitoring the behavior or location of other users within your Business.
PLEASE NOTE – The Outputs provided by the Products are dependent upon some factors that we cannot control:
PLEASE NOTE THAT Syngenta does not provide any guarantee that the use of the Products will produce the desired agricultural results.
The Outputs should not be used as the sole basis for making agronomic decisions.
In particular, you agree that you are responsible for inspecting the fields and exercising your judgment in deciding whether to follow the agronomic decision support guidance or other Outputs, and for implementing agronomic practices in accordance with good agricultural practice, stewardship guidance, and any applicable local laws and regulations.
We draw your attention to the Disclaimer of Warranties and Limitation of Liability sections below.
You represent and warrant that:
Your Inputs (as defined below) were obtained in accordance with, and continue to comply with, all applicable laws and you have the rights required to input or upload Your Inputs to the Products and to grant the license set out below under section "Your License Grant to Syngenta";
Where Your Inputs include personal data relating to an individual other than yourself (for example, name, email address, device geolocation data), you (as the relevant Business) have established a valid lawful basis under applicable data protection laws to process that personal data and will otherwise comply with your obligations as a data controller (see section Error! Reference source not found.), including in relation to transparency; and
Your Inputs do not infringe any third party's intellectual property, privacy, or other rights and Syngenta will not need to obtain licenses from or pay royalties to any third party.
The Products may require Your Inputs (as defined below). You hereby grant us a non-exclusive, transferable, royalty-free, sub-licensable, and perpetual right to use Your Inputs for the purposes of producing the Outputs and otherwise making possible your use of the Products, as well as for our use in improving our Products, developing new products, and any other purposes determined by us, subject always to the terms of this Agreement. You may not be able to use certain features of the Products if you do not provide the required information. As between you and Syngenta, you own Your Inputs.
Where you are an Advisor, you acknowledge that it is your responsibility to obtain any rights, permissions, or licenses from your End Customers that are necessary to grant us the license anticipated by this section.
To the extent that Your Inputs include personal data, we will only use such personal data in accordance with our Privacy Notice. Notwithstanding the foregoing, you acknowledge that we may aggregate or otherwise anonymize any personal data comprised in Your Inputs so that they no longer constitute personal data ("Anonymized Data"), and that our use of Anonymized Data is not constrained by our Privacy Notice.
Right to Change
Syngenta reserves the right to alter the content and functionality of this Site and Product in any way, or to limit access to this Site, or to shut down this Site temporarily or permanently, at any time, for any reason, without prior notice, and will not be liable in any way to you or your company for possible consequences of such changes or shut down.
You are granted a non-exclusive, non-transferable, and non-sublicensable right to use the Products and to download, run, store, print, copy, and share Outputs from the Products for the duration that this Agreement applies to you, provided that you only use the Outputs within your Business (or, where you are an Advisor, within the businesses of your End Customers) in a manner that complies with this Agreement (in particular section 0) and you do not modify the Outputs in any way (for example, by deleting or modifying any Trademarks or other notices).
You may not sell, rent, license, or otherwise transfer Outputs to third parties or generate Outputs for third parties (except, where you are an Advisor, for End Customers). Any third party wishing to make use of the Products must create their own Account.
Except as stated above, no other rights to the Outputs or Products or any of their Contents are transferred to you. For example (without limitation) you may not do the following without first obtaining written permission from Syngenta: publish, display, or transfer the Products or link to them from any other publicly available site.
All of the trademarks, service marks, and logos displayed on this Site (the "Trademarks") are registered and unregistered trademarks of Syngenta, one of its affiliates, or third parties who have licensed their trademarks to Syngenta or one of its affiliates.
Except as expressly stated in these terms and conditions, you may not reproduce, display, or otherwise use any Trademark without first obtaining Syngenta's written permission.
Some of the information, articles, and other materials available through this Site are provided to Syngenta by third parties. Wherever practical the source of these third-party materials is identified. These third-party materials are provided for your interest and convenience only. Syngenta does not warrant or represent that these materials are current, accurate, complete, or reliable. Syngenta accepts no responsibility for any use to which third party information is put.
Links to other Syngenta websites
Links to other web sites
This Site may contain hyperlinks to web sites that are not operated by Syngenta. These hyperlinks are provided for your reference and convenience only and do not imply any endorsement of the material on these third-party web sites or any association with their operators. Syngenta does not control these web sites and is not responsible for their contents. You access and use these web sites solely at your own risk.
Any information contained or referenced in this Site is solely provided as an introduction to Syngenta and its products and services. For specific advice and instructions related to our products and services, please contact Syngenta directly. Persons intending to use a crop protection or seed product must read and follow the label accompanying that product and comply with all applicable laws and regulations relating to the use of that product. Before using any crop protection product, be sure that it is registered for use in your country.
Disclaimer of Warranties
This Site, the Products and its Content(s) are provided on an "as is," "as available" basis, without representations or warranties of any kind. To the fullest extent permitted under applicable law, the Syngenta entities and their respective service providers and licensors disclaim all warranties, express, implied, statutory or otherwise. Without limiting the foregoing, to the fullest extent permitted by law, the Syngenta entities and their respective service providers and licensors hereby disclaim (a) all warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to this Site and its Content and any products or services described on or made available through this Site; (b) warranties relating to delays, interruptions, errors, or omissions in the operation of this Site or any part of this Site; (c) warranties relating to the transmission or delivery of this Site or its availability at any particular time or location; (d) warranties relating to the security of this Site, Products or that the Content of this Site and/or Products are free of viruses, worms or other code that may manifest contaminating or destructive properties; (e) warranties relating to the use, validity, accuracy, currency, completeness, suitability, reliability, or the results of the use of this Site or Product, including any Content, including product labels, products or services made available through this Site or Product; and (f) warranties relating to websites to which this Site or Productis linked.
Certain jurisdictions do not allow disclaimers of certain warranties or limitations on how long an implied warranty lasts, so one or all of the foregoing limitations may not apply to you and/or your company.
Limitation of Liability
Your and your company's use of this Site, the Product, and any Content, including product labels, and any products, programs, or services made available through this Site or the Product is at your and your company's sole risk. Under no circumstances shall the Syngenta entities or their respective service providers and licensors, including their respective directors, officers, employees, or agents, be liable for any losses or damages arising out of or in connection with your or your company's access of, use of, or inability to use, this Site, the Products, or any Content, including product labels, or any products, programs, or services made available through this site or your or your company's reliance on any information provided through this site. Without limiting the foregoing, the Syngenta entities and their respective service providers and licensors shall not be liable in any way for possible errors or omissions in the Content; this applies in particular to any information about products, programs, and services supplied by the Syngenta entities. This is a comprehensive limitation of liability that applies to all losses and damages of any kind whatsoever, whether direct or indirect, general, special, incidental, consequential, exemplary, or otherwise, including without limitation, interruption of business, loss of or damage to data or goodwill, and loss of revenue or profits.
This limitation of liability shall apply to the fullest extent permitted by applicable law, whether the alleged liability is based on contract, negligence, tort, strict liability, or any other basis and even if an authorized representative of any of the Syngenta entities has been advised of or should have known of the possibility of such damages, and without regard to the effectiveness of other remedies.
You and your company acknowledge and agree that Syngenta could not make this Site, the Product, and its Content available to you and your company at no charge if their liability were not limited as set forth above.
If any of these limitations of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of the Syngenta entities and their respective service providers and licensors under such circumstances for liabilities that otherwise would have been limited shall not exceed one hundred ($100.00) dollars (or the local currency equivalent).
Certain jurisdictions do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you and/or your company, and you and/or your company may have additional rights.
Where you are an Advisor, you expressly acknowledge that: (i) you are directly liable to us for theacts and omissions of your End Customers (including any representatives of your End Customerswho use the Products); and (ii) Syngenta shall have no liability to your End Customers for anybreach by us or you of this Agreement. We advise you to put in place a robust agreement witheach End Customer that covers, as a minimum, the subject matter of this Agreement.
Nothing in this Agreement shall exclude or limit our liability for: (i) fraud or fraudulentmisrepresentation by us; (ii) death or personal injury caused by our negligence; or (iii) any otherliability for which we cannot exclude or limit or liability under applicable law.
Governing law and jurisdiction
These terms and conditions shall be governed by, are subject to, and construed in accordance with the laws of Delaware without regard to conflict of law principles. The United States District Court for the District of Delaware, Wilmington, Delaware, shall have exclusive jurisdiction for any claims relating to these terms and conditions.
Our failure at any time to require performance of any provision of these terms and conditions or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing and signed by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver by Syngenta of any breach of any provision of these terms and conditions of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these terms and conditions.
If any provision of these terms and conditions is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these terms and conditions shall remain in full force and effect.
In this Agreement, the following terms will have the following definitions:
“Account” means a user account which a Master User creates and may give Secondary Users access to.
“Content(s)” means the following and all intellectual property rights therein: (i) the Outputs; (ii) the design, features, content, functionality, navigation, and look and feel of the Site and/or Products; and (iii) Feedback.
“End Customer” means an agricultural business to whom an Advisor provides a service using one or more of the Products.
“Feedback” means ratings, comments, criticism, suggested improvements, opinions, and ideas submitted by you or other users through the Products.
“Outputs” means weather forecasts, historic weather data, satellite imagery, agronomic decision support guidance, farm input recommendations, and any other outputs which you obtain via the Products.
“Product” means a web module or smartphone app or other service, including the mobile app for farm data scouting and mobile app for analytics, which are made available by us to users.
“Your Inputs” means the information and data which you upload, input, transmit, store, or otherwise make available through the Products, such as information about a farm business, field location, maps, boundaries, information about local weather or climatic conditions, drill date, emergence date, field-specific application times, last treatment date, field zone-specific application scripts for crop protection products, agronomic practices, crop losses, crop yields, in-field observations, photos, field-specific growth stages, previous applications of crop protection products, and your selected thresholds (e.g., for pest, disease, or weed pressure).
These terms and conditions constitute the entire agreement between you and your company and Syngenta with respect to your and your company's access to and/or use of this Site. These terms and conditions shall not be amended except as expressly set forth herein.